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<SEC-DOCUMENT>0000909567-04-001657.txt : 20041126
<SEC-HEADER>0000909567-04-001657.hdr.sgml : 20041125
<ACCEPTANCE-DATETIME>20041126061956
ACCESSION NUMBER:		0000909567-04-001657
CONFORMED SUBMISSION TYPE:	F-10
PUBLIC DOCUMENT COUNT:		165
FILED AS OF DATE:		20041126
DATE AS OF CHANGE:		20041126

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ROGERS COMMUNICATIONS INC
		CENTRAL INDEX KEY:			0000733099
		STANDARD INDUSTRIAL CLASSIFICATION:	CABLE & OTHER PAY TELEVISION SERVICES [4841]
		IRS NUMBER:				000000000
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		F-10
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-120794
		FILM NUMBER:		041168570

	BUSINESS ADDRESS:	
		STREET 1:		333 BLOOR STREET EAST
		STREET 2:		10TH FLOOR
		CITY:			TORONTO, ONTARIO
		STATE:			A6
		ZIP:			M4W 1G9
		BUSINESS PHONE:		4160353532

	MAIL ADDRESS:	
		STREET 1:		333 BLOOR STREET EAST
		STREET 2:		10TH FLOOR
		CITY:			TORONTO, ONTARIO
		STATE:			A6
		ZIP:			M4W 1G9

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	ROGERS CABLESYSTEMS INC
		DATE OF NAME CHANGE:	19860425
</SEC-HEADER>
<DOCUMENT>
<TYPE>F-10
<SEQUENCE>1
<FILENAME>t14763fv10.htm
<DESCRIPTION>FORM F-10
<TEXT>
<HTML>
<HEAD>
<TITLE>fv10</TITLE>
</HEAD>
<BODY bgcolor="#FFFFFF">
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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
<DIV style="font-family: 'Times New Roman',Times,serif">


<P align="center" style="font-size: 10pt"><B>As filed with the
Securities and Exchange Commission on November 26, 2004</B>


<P align="right" style="font-size: 10pt"><B>Registration No.
- -&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</B><BR><BR>


<HR size="4" noshade color="#000000" style="margin-top: -5px">
<HR size="1" noshade color="#000000" style="margin-top: -10px">





<P align="center" style="font-size: 14pt"><B>U.S. SECURITIES AND EXCHANGE COMMISSION</B>

<DIV align="center" style="font-size: 12pt"><B>Washington, D.C. 20549</B>
</DIV>

<P align="center" style="font-size: 18pt"><B>Form&nbsp;F-10</B>


<P align="center" style="font-size: 10pt"><B>REGISTRATION STATEMENT UNDER<BR>
THE SECURITIES ACT OF 1933</B>

<P align="center" style="font-size: 24pt"><B>Rogers Communications Inc.</B>

<DIV align="center" style="font-size: 10pt">(Exact name of Registrant as specified in its charter)</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="85%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="31%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="31%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="31%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD align="center" valign="top"><B>British Columbia</B><BR>
<I>(Province or other jurisdiction of<BR>
incorporation or organization)</I>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>4841</B><BR>
<I>(Primary Standard Industrial<BR>
Classification Code Number)</I>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>Not Applicable</B><BR>
<I>(I.R.S. Employer<BR>
Identification Number)</I></TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt"><B>333 Bloor Street East, 10th Floor<BR>
Toronto, Ontario M4W 1G9<BR>
(416)&nbsp;935-7777</B><BR>
<I>(Address and telephone number of Registrant&#146;s principal executive offices)</I>


<P align="center" style="font-size: 10pt"><B>CT Corporation System<BR>
111 Eighth Avenue, 13th Floor<BR>
New York, New York 10011<BR>
(212)&nbsp;894-8400</B><BR>
<I>(Name, address (including zip code) and telephone number (including area code)<BR>
of agent for service in the United States)</I>


<P align="center" style="font-size: 10pt"><B><I>Copies to:</I></B>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="55%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="47%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="47%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD align="center" valign="top"><B>John T. Gaffney, Esq.<BR>
Cravath, Swaine &#038; Moore LLP<BR>
Worldwide Plaza<BR>
825 Eighth Avenue<BR>
New York, New York<BR>
10019-7475</B>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>David P. Miller, Esq.<BR>
Rogers Communications Inc.<BR>
333 Bloor Street East<BR>
10th Floor<BR>
Toronto, Ontario M4W 1G9</B></TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>


<P align="left" style="font-size: 10pt">Approximate date of commencement of proposed sale of the securities to the
public: <B>As soon as practicable after this Registration Statement becomes
effective.</B>


<P align="center" style="font-size: 10pt"><B>Province of Ontario, Canada</B><BR>
<I>(Principal jurisdiction regulating this offering)</I>


<P>
<HR size="1" noshade color="#000000" style="margin-top: -2px">
<HR size="4" noshade color="#000000" style="margin-top: -10px">



</DIV>

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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<P align="left" style="font-size: 10pt">It is proposed that this filing shall become effective (check appropriate box)


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">A.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><FONT face="Wingdings">&#254;</FONT> upon filing with the Commission, pursuant to Rule 467(a) (if in connection with an offering being made contemporaneously in the United States
and Canada).</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">B.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><FONT face="Wingdings">&#111;</FONT> at some future date (check the appropriate box below).</TD>
</TR>

</TABLE>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">1.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><FONT face="Wingdings">&#111;</FONT> pursuant to Rule 467(b) on (&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;) at (&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;) (designate a
time not sooner than 7 calendar days after filing).</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">2.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><FONT face="Wingdings">&#111;</FONT> pursuant to Rule 467(b) on (&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;) at (&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;) (designate a
time 7 calendar days or sooner after filing) because the securities regulatory authority in the review
jurisdiction has issued a receipt or notification of clearance on.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">3.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><FONT face="Wingdings">&#111;</FONT> pursuant to Rule 467(b) as soon as practicable after notification of the Commission by the
Registrant or the Canadian securities regulatory authority of the review jurisdiction that a receipt or
notification of clearance has been issued with respect hereto.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">4.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><FONT face="Wingdings">&#111;</FONT> after the filing of the next amendment to this Form (if preliminary material is being filed).</TD>
</TR>

</TABLE>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to the home jurisdiction&#146;s shelf
prospectus offering procedures, check the following box <FONT face="Wingdings">&#111;</FONT>


<P align="center" style="font-size: 10pt"><B>CALCULATION OF REGISTRATION FEE</B>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="20%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="20%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="20%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="20%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Proposed maximum</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>&nbsp;</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>Title of securities</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Amount to be</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>aggregate offering</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Amount of</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>to be registered</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>registered (1)</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>price (2)</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>registration fee</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">

<TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR>
<TD valign="top" align="center"><DIV style="margin-left:0px; text-indent:-0px">Class&nbsp;B Non-Voting Shares</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">29,375,976</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">$713,920,149</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">$90,454</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>

<P align="left" style="font-size: 10pt">(1) Represents the maximum
number of shares of Class&nbsp;B
Non-Voting Shares of the Registrant estimated to be issuable upon
consummation of the exchange offer for all of the outstanding
Class&nbsp;B
Restricted Voting Shares of Rogers Wireless Communications&nbsp;Inc.
(&#147;RWCI&#148;)
not owned by the Registrant and its subsidiaries, calculated as the product of (a)&nbsp;16,786,272,
which is the estimated number of outstanding RWCI Class&nbsp;B Restricted Voting Shares not owned by the Registrant
and its subsidiaries as of November&nbsp;22, 2004 (assuming full conversion of all outstanding
exercisable options for RWCI Class&nbsp;B Restricted Voting Shares), and (b)&nbsp;the exchange
ratio of 1.75&nbsp;Class&nbsp;B Non-Voting Shares of the Registrant for each RWCI Class&nbsp;B Restricted Voting Share.


<P align="left" style="font-size: 10pt">(2) Estimated solely for the purpose of calculating the
registration fee required by Section&nbsp;6(b) of the Securities Act of 1933,
as amended, and computed pursuant to Rule&nbsp;457(f)(1) and (f)(3) and Rule&nbsp;457(c). The proposed
maximum offering price is equal to the product  of (i)&nbsp;US$42.53, which is the average of the high
and low sale prices per registered share of RWCI Class&nbsp;B Restricted Voting Shares as reported on the Toronto Stock
Exchange on November&nbsp;22, 2004, converted into U.S.&nbsp;dollars at the noon buying rate in New York
City for Canadian Dollars on such date of Cdn.$1.1844&nbsp;= US$1.00 as certified for customs
purposes by the Federal Reserve Bank of New York on such date, and (ii)&nbsp;16,786,272, the estimated number of outstanding
RWCI Class&nbsp;B Restricted Voting Shares not owned by the Registrant and its
Subsidiaries (assuming full conversion of all outstanding exercisable options for RWCI Class&nbsp;B Restricted Voting Shares).

</DIV>

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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<P align="center" style="font-size: 10pt"><B>TABLE OF CONTENTS</B>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="70%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="6%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="91%">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD nowrap align="left" valign="top">PART I</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="bottom">I-1<BR><HR size="1"></TD>
</TR>

<TR valign="bottom">
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD nowrap align="left" valign="top">PART II</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="bottom">II-2<BR><HR size="1"></TD>
</TR>

<TR valign="bottom">
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD nowrap align="left" valign="top">PART III</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="bottom">III-1<BR><HR size="1"></TD>
</TR>

<!-- End Table Body -->
</TABLE>

<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="70%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="5%">&nbsp;</TD>
    <TD width="12%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="80%">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD>&nbsp;</TD>
    <TD nowrap align="left" valign="top">Item&nbsp;1. Undertaking</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="bottom">III-1<BR><HR size="1"></TD>
</TR>

<!-- End Table Body -->
</TABLE>


<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="70%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="5%">&nbsp;</TD>
    <TD width="12%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="80%">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD>&nbsp;</TD>

<TD nowrap align="left" valign="top">&nbsp;&nbsp;&nbsp;Item&nbsp;2.  Consent to Service of Process</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="bottom">III-1<BR><HR size="1"></TD>
</TR>

<!-- End Table Body -->
</TABLE>

<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="70%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="90%">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="left" valign="top">SIGNATURES
</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="bottom">III-2<BR><HR size="1"></TD>
</TR>
<!-- End Table Body -->
</TABLE>

<P align="center" style="font-size: 10pt">i
</DIV>

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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="center" style="font-size: 10pt"><B>PART I</B>



<P align="center" style="font-size: 10pt"><B>INFORMATION REQUIRED TO BE<BR>
DELIVERED TO OFFEREES OR PURCHASERS</B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>No securities regulatory authority has expressed an opinion about
these securities and it is an offence to claim otherwise.</I>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This registration statement on Form F-10 (this &#147;Registration
Statement&#148;) is filed by Rogers Communications Inc., a British Columbia
corporation (&#147;RCI&#148; or the &#147;Registrant&#148;).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This Registration Statement relates to the offer by RCI and its
wholly-owned subsidiary RWCI Acquisition Inc. to purchase all the
outstanding Class&nbsp;B Restricted Voting Shares of Rogers Wireless
Communications Inc. (the &#147;Shares&#148;) not owned by RCI and its
affiliates in exchange for 1.75 Class&nbsp;B Non-Voting Shares of
RCI. The Offer
is subject to the terms and conditions set forth in RCI&#146;s Take-Over Bid
Circular dated November 24, 2004 (the &#147;Take-Over Bid Circular&#148;) and the
related Letter of Acceptance and Transmittal (&#147;Letter of Transmittal&#148;), copies of which
are attached hereto as Exhibits 4.1 and 4.3, respectively.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The information set forth in the Take-Over Bid Circular and the
Letter of Transmittal, including all schedules, exhibits and annexes
thereto, is hereby expressly incorporated herein by reference in response
to all items of information required to be included in, or covered by, a
Registration Statement on Form F-10.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Under the multijurisdictional disclosure system adopted by the U.S.
Securities and Exchange Commission, we are permitted to prepare this
prospectus in accordance with Canadian disclosure requirements, which are
different from those of the United States. We prepare our financial
statements in accordance with Canadian generally accepted accounting
principles, and are subject to Canadian auditing and auditor independence
standards. They may not be comparable to financial statements of U.S.
companies.</B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Your ability to enforce civil liabilities under the U.S. federal
securities laws may be affected adversely because we are organized under
the laws of British Columbia, Canada, most of our directors, substantially
all of our officers and certain of the experts named in this prospectus
are Canadian residents, and many of our assets are located outside the
United States.</B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Prospective investors should be aware that, during the period of the
exchange offer, the Registrant or its affiliates, directly or indirectly,
may bid for or make purchases of the securities to be distributed or to be
exchanged, or certain related securities, as permitted by applicable laws
or regulations of Canada or its provinces or territories.</B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE OR
PROVINCIAL SECURITIES REGULATOR HAS APPROVED OR DISAPPROVED OF THESE
SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.</B>



<P align="center" style="font-size: 10pt">I-1
</DIV>

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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="center" style="font-size: 10pt"><B>PART II</B>


<P align="center" style="font-size: 10pt"><B>INFORMATION NOT REQUIRED TO BE<BR>
DELIVERED TO OFFEREES OR PURCHASERS</B>


<P align="left" style="font-size: 10pt"><B>Indemnification</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Under Section&nbsp;160 of the <I>Business Corporations Act </I>(British Columbia) (the
<I>&#147;Act"</I>),


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(a)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>a director or officer of the Registrant,</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(b)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>a former director or officer of the Registrant,</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(c)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>a director, former director, officer or former officer of another corporation
at a time when the corporation is or was an affiliate of the Registrant or at
the request of the Registrant,</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(d)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>an individual who is or was, or holds or held a position equivalent to that
of, a director or officer of a partnership, trust, joint venture or other
unincorporated entity, at the request of the Registrant
(any corporation or entity referred to in (c)&nbsp;or (d), an &#147;associated
corporation&#148;; and any individual described in (a)&nbsp;through (d), an &#147;eligible
individual&#148;) or</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(e)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>any heirs and personal or other legal representatives of an eligible individual
(any person described in (e)&nbsp;and any eligible individual, an &#147;eligible party&#148;)</TD>
</TR>

</TABLE>
<P align="left" style="font-size: 10pt">may be indemnified by the Registrant against all judgments, penalties or fines
awarded or imposed or to which the eligible party may be liable in, or amounts
paid in settlement of, any civil, criminal, quasi-criminal, administrative or
regulatory action or proceeding or investigative action, whether current,
threatened, pending or completed, in which the eligible party, by reason of an
eligible individual being or having been a director or officer of, or holding
or having held a position equivalent to that of a director or officer of, the
Registrant or an associated corporation is or may be joined as a party, or is
or may be liable for or in respect of a judgment, penalty or fine in, or costs,
charges and expenses, including legal and other fees (&#147;expenses&#148;) related to,
any such action or proceeding (an &#147;eligible proceeding&#148;); and after the final
disposition of an eligible proceeding, may be paid the expenses actually and
reasonably incurred by the eligible party in respect of that proceeding.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Under Section&nbsp;161 of the <I>Act</I>, an eligible party must, after the final
disposition of an eligible proceeding, be paid by the Registrant the expenses
actually and reasonably incurred by the eligible party in respect of the
eligible proceeding if the eligible party is wholly successful on the merits or
otherwise, or is substantially successful on the merits, in the outcome of the
proceeding.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Under Section&nbsp;162 of the <I>Act, </I>an eligible party may be paid by the
Registrant, as expenses are incurred in advance of the final disposition of an
eligible proceeding, the expenses actually and reasonably incurred by the
eligible party in respect of that proceeding; provided that the Registrant must
not pay such expenses unless the Registrant first receives from the eligible
party a written undertaking that the eligible party will repay the amounts
advanced if it is ultimately determined that (i)&nbsp;the eligible individual in
relation to the subject matter of the eligible proceeding did not act honestly
and in good faith with a view to the best interests of the Registrant or
associated corporation, as the case may be, (ii)&nbsp;in the case of an eligible
proceeding other than a civil proceeding, the eligible individual did not have
reasonable grounds for believing the eligible individual&#146;s conduct in respect
of which the proceeding was brought was lawful, (iii)&nbsp;the eligible proceeding
is brought by or on behalf of the Registrant or an associated corporation or
(iv)&nbsp;in certain circumstances, the Registrant is or was prohibited from doing
so by its charter (each of items (i)&nbsp;to (iv), a &#147;statutory prohibition&#148;).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Under Section&nbsp;163 of the <I>Act</I>, the Registrant must not make an
indemnification or payment under Sections&nbsp;160 to 162 if there is a statutory
prohibition.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Under Section&nbsp;164 of the <I>Act</I>, the Supreme Court of British Columbia may,
on application of the Registrant or an eligible party, order the Registrant to
indemnify or to pay expenses, despite Sections&nbsp;160 to 163 of the <I>Act</I>.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The articles of the Registrant provide that:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">1.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the directors shall cause the Registrant to indemnify a director or
former director of the Registrant and may cause the Registrant to
indemnify a director or former director of a corporation of which the
Registrant is or was a shareholder and the heirs and personal
representatives of any such person against all costs, charges and
expenses, including an amount paid to settle an action or satisfy a
judgment, actually and reasonably incurred by him or them, including
an amount paid to</TD>
</TR>

</TABLE>

<P align="center" style="font-size: 10pt">II-1
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>settle an action or satisfy a judgment in a civil,
criminal or administrative action or proceeding to which he is or they
are made a party by reason of his being or having been a director of
the Registrant or a director of such corporation, including any action
brought by the Registrant or any such corporation;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">2.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the directors may cause the Registrant to indemnify any officer,
employee or agent of the Registrant or of a corporation of which the
Registrant is or was a shareholder and the heirs and personal
representatives of any such person against all costs, charges and
expenses whatsoever incurred by him or them resulting from his acting
as an officer, employee or agent of the Registrant or such
corporation; and</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">3.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the Registrant shall indemnify the Secretary or Assistant Secretary of
the Registrant (if not a full time employee) and his respective heirs
and legal representatives against all costs, charges and expenses
whatsoever incurred by him or them and arising out of the functions
assigned to the Secretary by the articles of the Registrant.</TD>
</TR>

</TABLE>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Under the <I>Act</I>, the articles of the Registrant may affect the power or
obligation of the Registrant to give an indemnity or pay expenses to the extent
that the articles prohibit giving the indemnity or paying the expenses. As
indicated above, this is subject to the overriding power of the Supreme Court
of British Columbia under Section&nbsp;164 of the <I>Act</I>.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As contemplated by Section&nbsp;165 of the <I>Act</I>, the Registrant has purchased
insurance against potential claims against the directors or officers of the
Registrant and against loss for which the Registrant may be required or
permitted by law to indemnify such directors and officers.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Registrant has entered into indemnification agreements with certain of
its officers and directors that indemnify such persons to the maximum amount
permitted by applicable law. Pursuant to these agreements, the Registrant has
agreed to provide such persons an advance of defense costs prior to final
disposition of a proceeding, subject to an obligation to repay in certain
circumstances.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the &#147;Securities Act&#148;), may be permitted to directors,
officers or persons controlling the Registrant pursuant to the foregoing
provisions, the Registrant has been informed that in the opinion of the U.S.
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.


<P align="center" style="font-size: 10pt">II-2
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="center" style="font-size: 10pt"><B>PART III</B>



<P align="center" style="font-size: 10pt"><B>UNDERTAKING AND CONSENT TO SERVICE OF PROCESS</B>



<P align="left" style="font-size: 10pt"><B>Item&nbsp;1. Undertaking</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Registrant undertakes to make available, in person or by telephone,
representatives to respond to inquiries made by the Securities and Exchange
Commission (&#147;Commission&#148;) staff, and to furnish promptly, when requested to do
so by the Commission staff, information relating to the securities registered
pursuant to Form F-10 or to transactions in said securities.


<P align="left" style="font-size: 10pt"><B>Item&nbsp;2. Consent to Service of Process</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Concurrently with the filing of this Form F-10, the Registrant is filing
with the Commission a written irrevocable consent and power of attorney on Form
F-X. Any change to the name or address of the agent for service of the
Registrant shall be communicated promptly to the Commission by amendment to
Form F-X referencing the file number of the relevant registration statement.


<P align="center" style="font-size: 10pt">III-1
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="center" style="font-size: 10pt"><B>SIGNATURES</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-10 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Toronto, Province of Ontario, Country of
Canada, on November&nbsp;24, 2004.

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="48%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="46%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left"><B>ROGERS
COMMUNICATIONS INC.</B><BR>
(Registrant)</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">By:</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">/s/&nbsp;Alan D. Horn</TD>
</TR>

<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><HR size="1" noshade>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Alan D. Horn<br>
Vice President, Finance and Chief Financial Officer</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">By:</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">/s/&nbsp;M. Lorraine Daly</TD>
</TR>

<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><HR size="1" noshade>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">M. Lorraine Daly<br>
Vice President, Treasurer</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>




<P align="center" style="font-size: 10pt">III-2
</DIV>


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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
<DIV style="font-family: 'Times New Roman',Times,serif">


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each person whose individual signature appears below hereby appoints
Edward S. Rogers, O.C., H. Garfield Emerson, Q.C., M. Lorraine Daly, Alan D.
Horn and David P. Miller, and each of them, as attorneys-in-fact for the
undersigned, in any and all capacities, with full power of substitution, to
sign any amendments to this Registration Statement (including post-effective
amendments) and any subsequent registration statement filed by the Registrant
pursuant to Rule 462(b) of the Securities Act of 1933, and to file the same
with exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact, and
each of them full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, hereby ratifying
and confirming and that each said attorney-in-fact, or any of them, may
lawfully do or cause to be done by virtue hereof.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="30%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="30%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="30%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>Signature</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Title</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Date Signed</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->

<TR valign="bottom">
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top">/s/&nbsp;Edward S. Rogers, O.C.<HR size="1" noshade>
Edward S. Rogers, O.C.
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Director, President and<BR>
Chief Executive Officer<BR>
(principal executive officer)</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;<BR>
November&nbsp;24, 2004</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top">/s/&nbsp;Alan D. Horn<HR size="1" noshade>
Alan D. Horn
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Vice President, Finance and<BR>
Chief Financial Officer<BR>
(principal financial officer)</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;<BR>
November&nbsp;24, 2004</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top">/s/&nbsp;H. Garfield Emerson, Q.C.<HR size="1" noshade>&nbsp;
H. Garfield Emerson, Q.C.
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;<BR>
Director and Chairman</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;<BR>
November&nbsp;24, 2004</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">/s/&nbsp;Philip B. Lind<HR size="1" noshade>&nbsp;
Philip B. Lind
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;<BR>
Director and Vice Chairman</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;<BR>
November&nbsp;24, 2004</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">/s/&nbsp;Ronald D. Besse<HR size="1" noshade>&nbsp;
Ronald D. Besse
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;<BR>
Director</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;<BR>
November&nbsp;24, 2004</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">/s/&nbsp;Peter C. Godsoe<HR size="1" noshade>&nbsp;
Peter C. Godsoe</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;<BR>
Director</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;<BR>
November&nbsp;24, 2004</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">/s/&nbsp;Thomas I. Hull<HR size="1" noshade>&nbsp;
Thomas I. Hull
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;<BR>
Director</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;<BR>
November&nbsp;24, 2004</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">/s/&nbsp;Robert W. Korthals<HR size="1" noshade>&nbsp;
Robert W. Korthals
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;<BR>
Director</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;<BR>
November&nbsp;24, 2004</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">/s/&nbsp;Alexander Mikalachki<HR size="1" noshade>&nbsp;
Alexander Mikalachki
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;<BR>
Director</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;<BR>
November&nbsp;24, 2004</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">III-3
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="30%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="30%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="30%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>Signature</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Title</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Date Signed</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR><TD>&nbsp;</TD></TR>
<TR valign="bottom">
    <TD align="center" valign="top">/s/ The Hon. David R. Peterson, P.C., Q.C.<HR size="1" noshade>&nbsp;
The Hon. David R. Peterson, P.C., Q.C.
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;<BR>
Director</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;<BR>
November&nbsp;24, 2004</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">/s/ Edward Rogers<HR size="1" noshade>&nbsp;
Edward Rogers
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;<BR>
Director</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;<BR>
November&nbsp;24, 2004</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">/s/ Loretta A. Rogers<HR size="1" noshade>&nbsp;
Loretta A. Rogers
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;<BR>
Director</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;<BR>
November&nbsp;24, 2004</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">/s/ Melinda
M. Rogers<HR size="1" noshade>Melinda
M. Rogers</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Director and Vice President,<BR>
Strategic Planning<BR>
and Venture Investments<BR>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;<BR>
November&nbsp;24, 2004</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top">/s/ William T. Schleyer<HR size="1" noshade>William T. Schleyer</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;<BR>
Director</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;<BR>
November&nbsp;24, 2004</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top">/s/ John A. Tory, Q.C.<HR size="1" noshade>John A. Tory, Q.C.
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;<BR>
Director</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;<BR>
November&nbsp;24, 2004</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top">/s/ Colin D.
Watson<HR size="1" noshade>Colin D. Watson
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;<BR>
Director</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;<BR>
November&nbsp;24, 2004</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top">/s/ J. Christopher C. Wansbrough<HR size="1" noshade>J. Christopher C. Wansbrough
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;<BR>
Director</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;<BR>
November&nbsp;24, 2004</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">/s/ W. David Wilson<HR size="1" noshade>W. David Wilson
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;<BR>
Director</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;<BR>
November&nbsp;24, 2004</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">III-4
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="center" style="font-size: 10pt"><B>AUTHORIZED REPRESENTATIVE<BR>
IN THE UNITED STATES</B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, the
undersigned certifies that it is the duly authorized United States
representative of Rogers Communications Inc. and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Newark, State of Delaware, on this
24th day of November, 2004.

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="48%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="46%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">PUGLISI &#038; ASSOCIATES</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">By:</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">/s/ Donald J. Puglisi</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><HR size="1" noshade>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Donald J. Puglisi<br>
<I>Managing Director</I></TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">III-5
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="85%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="11%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="77%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Exhibit</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>&nbsp;</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Number</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Description of Exhibits</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Take Over Bid Circular, including
the Offer to Purchase dated November 24, 2004. *</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Directors&#146; Circular relating
to the Offer dated November 24, 2004. *</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.3
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Letter of Acceptance and Transmittal. *</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.4
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Notice of Guaranteed Delivery.*</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.5
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Guidelines for Certification of Taxpayer Identification Number on
Substitute Form&nbsp;W-9. *</TD>
</TR>

<TR valign="bottom">

<TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.6
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Annual Report for the year ended
December&nbsp;31, 2003 of Rogers Communications Inc. as filed on
November&nbsp;24, 2004 with the SEC on
Form&nbsp;40-F/A.</TD>
</TR>

<TR valign="bottom">

<TR valign="bottom">

<TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.7
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Management&#146;s discussion &#038; analysis
and audited financial statements of Rogers Communications Inc. for
the years ended December&nbsp;31, 2003 and December&nbsp;31, 2002
as furnished on November&nbsp;24, 2004 to
the SEC on Form 6-K/A.</TD>
</TR>

<TR valign="bottom">

<TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.8
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Interim unaudited consolidated
financial statements for the nine months ended September&nbsp;30,
2004 of Rogers Communications Inc. as
furnished on November&nbsp;24, 2004 to the
SEC on Form&nbsp;6-K/A.</TD>
</TR>

<TR valign="bottom">

<TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.9
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Reserved.</TD>
</TR>



<TR valign="bottom">

<TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.10
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Management Information Circular of
Rogers Communications Inc. dated April&nbsp;21, 2004 in connection with the annual meeting
of shareholders held on May&nbsp;27, 2004 as filed on May&nbsp;10, 2004 with the SEC on Form&nbsp;ARS.</TD>
</TR>

<TR valign="bottom">

<TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.11
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Material Change Report of Rogers Communications Inc., relating to the offering of 9,541,958 RCI Non Voting Shares, dated
June&nbsp;10, 2004, as furnished on June&nbsp;16, 2004 to the SEC on Form&nbsp;6-K.</TD>
</TR>

<TR valign="bottom">

<TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.12
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Material Change Report of Rogers Communications Inc., relating to the purchase by RCI of RWCI Restricted Voting Shares
from JVII, dated September&nbsp;16, 2004, as furnished on September&nbsp;16, 2004 to the SEC on Form
6-K.</TD>
</TR>

<TR valign="bottom">

<TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.13
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Material Change Report of Rogers Communications Inc., relating to the commencement of
the offer by Rogers Wireless Inc. for all of the shares
and warrants of Microcell Telecommunications Inc., dated September&nbsp;20, 2004 as furnished on
September&nbsp;21, 2004 to the SEC on Form&nbsp;6-K.</TD>
</TR>

<TR valign="bottom">

<TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.14
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Material Change Report of Rogers Communications Inc., relating to
the completion of the offer by Rogers Wireless Inc. for all of the
shares and warrants of Microcell Telecommunications Inc. dated November&nbsp;8, 2004, as furnished on
November&nbsp;8, 2004 to the SEC on Form&nbsp;6-K.</TD>
</TR>


<TR valign="bottom">
<TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.15
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Annual Report of Rogers Wireless
Communications Inc. for the years ended December&nbsp;31, 2003 and
December&nbsp;31, 2002 as
filed on November&nbsp;24, 2004 with the
SEC on Form 40-F/A.</TD>
</TR>

<TR valign="bottom">
<TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.16
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Interim unaudited consolidated
financial statements for the nine months ended September&nbsp;30,
2004 and September&nbsp;30, 2003 of Rogers Wireless Communications Inc. as
furnished on November&nbsp;24, 2004 to
the SEC on Form 6-K/A.</TD>
</TR>

<TR valign="bottom">

<TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.17
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Management&#146;s discussion &#038; analysis
and audited financial statements of Rogers Wireless
Communications&nbsp;Inc. for the years ended December&nbsp;31, 2003
and December&nbsp;31, 2002 as furnished on
November&nbsp;24, 2004 to the SEC on Form 6-K/A.</TD>
</TR>

<TR valign="bottom">
<TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.18
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Management Information Circular of Rogers Wireless Communications&nbsp;Inc. dated     April&nbsp;21, 2004 in connection with the
annual meeting of shareholders held on May&nbsp;27, 2004 as filed on
May&nbsp;10, 2004 with the SEC on Form ARS.</TD>
</TR>


<TR valign="bottom">

<TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.19
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Audited consolidated financial
statements of Microcell Telecommunications Inc. as at and for the
years ended December&nbsp;31, 2003 and December&nbsp;31, 2002 and
interim unaudited consolidated financial statements of Microcell
Telecommunications Inc. for the nine months ended September&nbsp;30,
2004 and September&nbsp;30, 2003.</TD>
</TR>



<TR valign="bottom">
<TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.20
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Presentation of BMO Nesbitt Burns
Inc. to the independent committee of the board of directors of Rogers
Wireless Communications Inc. dated November&nbsp;9, 2004.</TD>
</TR>

<TR valign="bottom">
<TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.21
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Presentation of Scotia Capital Inc. to the board of directors of RCI dated November&nbsp;11, 2004.</TD>
</TR>

<TR valign="bottom">

<TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.22
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Valuation and Fairness Opinion of BMO Nesbitt Burns Inc. dated November 22, 2004.</TD>
</TR>

<TR valign="bottom">

<TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.23
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Binding Term Sheet between Rogers Wireless Inc. and Rogers Communications Inc. for the
provision of customer care services and sales dated
July&nbsp;1, 2002.</TD>
</TR>

<TR valign="bottom">

<TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.24
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Business Areas and Transfer Agreement between Rogers Communications Inc. and Rogers Cantel
Mobile Communications Inc. (now known as Rogers Wireless Communications Inc.) dated as of
August&nbsp;1, 1991.</TD>
</TR>

<TR valign="bottom">

<TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.25
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Management Services Agreement among Rogers Communications Inc., Rogers Cantel Mobile
Communications Inc. and Rogers Cantel Mobile Inc. (now known as Rogers Wireless
Communications Inc.) dated as of January&nbsp;1, 1991.</TD>
</TR>

<TR valign="bottom">

<TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.26
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Minority Shareholder Protection Agreement dated as of August&nbsp;7, 1991 between
Rogers Communications Inc. and Rogers Cantel Mobile Communications Inc. (now known as Rogers
Wireless Communications Inc.).</TD>
</TR>

<TR valign="bottom">
<TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.27
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Applicable Canadian statutory provisions concerning appraisal and dissent rights.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">5.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of KPMG LLP.</TD>
</TR>

<TR valign="bottom">
<TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">5.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Torys LLP. See
Exhibit&nbsp;4.1.</TD>
</TR>

<TR valign="bottom">
<TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">5.3
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Cravath, Swaine &#038; Moore
LLP. See
Exhibit&nbsp;4.1.</TD>
</TR>

<TR valign="bottom">
<TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">5.4
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of BMO Nesbitt Burns Inc. See
Exhibit&nbsp;4.1.</TD>
</TR>




<TR valign="bottom">

<TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">5.5
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Ernst &#038; Young LLP.</TD>
</TR>



<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">6.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Powers of Attorney (included on the signature pages of this Registration Statement).</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>




<P align="center" style="font-size: 10pt">III-6
</DIV>


</BODY>
</HTML>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.1
<SEQUENCE>2
<FILENAME>t14763exv4w1.txt
<DESCRIPTION>EX-4.1
<TEXT>
<PAGE>

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

   THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU
   ARE IN ANY DOUBT AS TO HOW TO DEAL WITH IT, YOU SHOULD CONSULT YOUR
   DEALER, BROKER, BANK MANAGER, LAWYER OR OTHER PROFESSIONAL ADVISOR.

                           ROGERS COMMUNICATIONS INC.
             AND ITS WHOLLY-OWNED SUBSIDIARY RWCI ACQUISITION INC.

                               OFFER TO PURCHASE

           ALL OF THE OUTSTANDING CLASS B RESTRICTED VOTING SHARES OF

                      ROGERS WIRELESS COMMUNICATIONS INC.
       NOT ALREADY OWNED BY ROGERS COMMUNICATIONS INC. AND ITS AFFILIATES
     IN EXCHANGE FOR 1.75 CLASS B NON-VOTING SHARES OF RCI FOR EACH CLASS B
                        RESTRICTED VOTING SHARE OF RWCI

        THE OFFER EXPIRES AT MIDNIGHT (LOCAL TIME) ON DECEMBER 30, 2004,
                          UNLESS THE OFFER IS EXTENDED

   This Offer (the "Offer") by Rogers Communications Inc. ("RCI") and its
   wholly-owned subsidiary RWCI Acquisition Inc. ("RCI Subco" and, together
   with RCI, the "Offerors") to purchase all of the issued and outstanding
   Class B Restricted Voting Shares (the "RWCI Restricted Voting Shares") of
   Rogers Wireless Communications Inc. (the "Corporation") not already owned
   by RCI and its affiliates for 1.75 Class B Non-Voting Shares ("RCI
   Non-Voting Shares") of RCI for each RWCI Restricted Voting Share expires
   at midnight (local time) on December 30, 2004 (the "Expiry Time"), unless
   withdrawn or extended.

   The Offerors reserve the right to withdraw the Offer and not purchase any
   RWCI Restricted Voting Shares deposited under the Offer (the "Deposited
   Shares") unless certain conditions are satisfied. See Section 4 of the
   Offer to Purchase, "Conditions of the Offer".

   The RWCI Restricted Voting Shares and the RCI Non-Voting Shares are listed
   on the Toronto Stock Exchange (the "TSX") and the New York Stock Exchange
   (the "NYSE"). On November 10, 2004, the last trading day prior to RCI's
   announcement of its intention to make the Offer, the closing prices of the
   RWCI Restricted Voting Shares on the TSX and the NYSE were C$43.17 and
   US$36.28, respectively, and the closing prices of the RCI Non-Voting
   Shares on the TSX and the NYSE were C$28.70 and US$24.05, respectively.

   AFTER DUE CONSIDERATION OF THE REPORT OF THE INDEPENDENT COMMITTEE, THE
   BOARD OF DIRECTORS OF THE CORPORATION (WITH ALL DIRECTORS ABSTAINING,
   OTHER THAN MEMBERS OF THE INDEPENDENT COMMITTEE) HAS CONCLUDED THAT THE
   OFFER IS FAIR AND REASONABLE TO HOLDERS OF RWCI RESTRICTED VOTING SHARES
   (THE "SHAREHOLDERS") OTHER THAN RCI AND ITS AFFILIATES AND RECOMMENDS THAT
   SHAREHOLDERS TENDER THEIR SHARES TO THE OFFER. Shareholders are urged to
   evaluate carefully all information in this Offer to Purchase and Circular,
   consult their own investment and income tax advisors and make their own
   decision whether to deposit RWCI Restricted Voting Shares to the Offer.
   See "INDEPENDENT COMMITTEE OF THE CORPORATION", "RECOMMENDATION OF THE
   BOARD OF DIRECTORS OF THE CORPORATION", "VALUATION" and "ACQUISITION OF
   RWCI RESTRICTED VOTING SHARES NOT DEPOSITED" in this document.

   RCI has applied to list the additional RCI Non-Voting Shares to be issued
   under the Offer on the TSX. In addition, RCI will apply to have the
   additional RCI Non-Voting Shares to be issued under the Offer listed on
   the NYSE.

   Shareholders who wish to accept the Offer must properly complete and duly
   execute the enclosed Letter of Acceptance and Transmittal, or a facsimile
   thereof, and deposit it, together with the certificate(s) representing the
   RWCI Restricted Voting Shares to be deposited and all other documents
   required by the Letter of Acceptance and Transmittal, in accordance with
   the instructions in the Letter of Acceptance and Transmittal.
   Alternatively, Shareholders may follow the procedures for guaranteed
   delivery described in Section 3 of the Offer to Purchase, "Manner of
   Acceptance -- Guaranteed Delivery", using the accompanying Notice of
   Guaranteed Delivery, or a facsimile thereof. A Shareholder whose RWCI
   Restricted Voting Shares are registered in the name of a dealer, broker,
   trust company, bank or other nominee should contact such registered holder
   for assistance if the Shareholder wishes to accept the Offer.

   SHAREHOLDERS WHO ARE ELIGIBLE HOLDERS ARE ELIGIBLE TO TENDER RWCI
   RESTRICTED VOTING SHARES TO RCI FOR THE PURPOSE OF ACHIEVING A
   TAX-DEFERRED ROLLOVER INTO RCI NON-VOTING SHARES FOR CANADIAN FEDERAL
   INCOME TAX PURPOSES. SEE "MATERIAL CANADIAN FEDERAL INCOME TAX
   CONSIDERATIONS" IN THIS DOCUMENT. OTHER SHAREHOLDERS THAT ACCEPT THE OFFER
   WILL BE REQUIRED TO TENDER TO RCI SUBCO. SHAREHOLDERS WHO DO NOT EXPRESSLY
   DESIGNATE RCI FOR THE PURPOSE OF THE PURCHASE OF THEIR RWCI RESTRICTED
   VOTING SHARES IN THE SPACE PROVIDED IN THE LETTER OF ACCEPTANCE AND
   TRANSMITTAL AND WHO DO NOT PROPERLY COMPLETE ANY CERTIFICATE THAT MAY BE
   REQUIRED THEREBY WILL BE DEEMED TO HAVE TENDERED THEIR RWCI RESTRICTED
   VOTING SHARES TO RCI SUBCO AND WILL NOT OBTAIN A TAX-DEFERRED ROLLOVER
   INTO RCI NON-VOTING SHARES FOR CANADIAN FEDERAL INCOME TAX PURPOSES.

                                                     (continued on next page)
                         ------------------------------

                      The Dealer Manager for the Offer is:

                              SCOTIA CAPITAL INC.

<Table>
<S>                                            <C>
                 In Canada:                                In the United States:
             SCOTIA CAPITAL INC.                         SCOTIA CAPITAL (USA) INC.
</Table>

                               November 24, 2004

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

   Questions and requests for assistance in connection with the Offer may be
   directed to the Dealer Manager, the Depositary or the Information Agent.
   Additional copies of this document, the Letter of Acceptance and
   Transmittal and the Notice of Guaranteed Delivery may be obtained without
   charge on request from the Dealer Manager, the Depositary or the
   Information Agent at their respective offices shown on the last page of
   this document.

   No person has been authorized to give any information or make any
   representation other than those contained in this document and the Letter
   of Acceptance and Transmittal, and if given or made, that information or
   representation must not be relied upon as having been authorized by the
   Offerors.

   The Offer has not been approved or disapproved by any securities
   regulatory authority nor has any securities regulatory authority passed
   upon the fairness or merits of the Offer or upon the adequacy of the
   information contained in the Offer to Purchase and Circular. Any
   representation to the contrary is unlawful.

   THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER OR A SOLICITATION TO ANY PERSON
   IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL. THE
   OFFER IS NOT BEING MADE TO, NOR WILL DEPOSITS BE ACCEPTED FROM OR ON
   BEHALF OF, SHAREHOLDERS IN ANY JURISDICTION IN WHICH THE MAKING OR
   ACCEPTANCE OF THE OFFER WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH
   JURISDICTION. HOWEVER, THE OFFERORS OR THEIR RESPECTIVE AGENTS MAY, IN
   THEIR SOLE DISCRETION, TAKE SUCH ACTION AS IT OR THEY MAY DEEM NECESSARY
   TO EXTEND THE OFFER TO SHAREHOLDERS IN ANY SUCH JURISDICTION.

   RCI maintains an Internet site at www.rogers.com. Information contained in
   or otherwise accessible through this Internet site is not part of the
   Offer to Purchase and Circular. All references in this document to this
   Internet site are inactive textual references to this URL and are for
   informational purposes only.

                  NOTICE TO SHAREHOLDERS IN THE UNITED STATES

   NEITHER THIS TRANSACTION NOR THE SECURITIES OFFERED HEREBY HAVE BEEN
   APPROVED OR DISAPPROVED BY ANY CANADIAN SECURITIES COMMISSION OR
   REGULATORY AUTHORITY, THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION
   OR ANY STATE SECURITIES COMMISSION NOR HAS ANY CANADIAN SECURITIES
   COMMISSION OR REGULATORY AUTHORITY, THE UNITED STATES SECURITIES AND
   EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
   FAIRNESS OR MERITS OF SUCH TRANSACTION OR UPON THE ACCURACY OR ADEQUACY OF
   THE INFORMATION CONTAINED IN THESE DOCUMENTS. ANY REPRESENTATION TO THE
   CONTRARY IS A CRIMINAL OFFENSE.

   THE OFFER IS MADE FOR SECURITIES OF A CANADIAN ISSUER BY CANADIAN ISSUERS
   THAT ARE PERMITTED, UNDER A MULTIJURISDICTIONAL DISCLOSURE SYSTEM ADOPTED
   BY THE UNITED STATES, TO PREPARE THIS DOCUMENT IN ACCORDANCE WITH THE
   DISCLOSURE REQUIREMENTS OF CANADA. SHAREHOLDERS SHOULD BE AWARE THAT SUCH
   REQUIREMENTS ARE DIFFERENT FROM THOSE OF THE UNITED STATES. THE FINANCIAL
   STATEMENTS INCLUDED OR INCORPORATED BY REFERENCE HEREIN HAVE BEEN PREPARED
   IN ACCORDANCE WITH CANADIAN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES AND
   ARE SUBJECT TO CANADIAN AUDITING AND AUDITOR INDEPENDENCE STANDARDS AND,
   THUS, MAY NOT BE COMPARABLE TO FINANCIAL STATEMENTS OF UNITED STATES
   COMPANIES. THIS DOCUMENT WILL FORM PART OF A REGISTRATION STATEMENT ON
   FORM F-10. A RECONCILIATION BETWEEN CANADIAN GENERALLY ACCEPTED ACCOUNTING
   PRINCIPLES AND U.S. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES AS THEY
   RELATE TO EACH OF RCI AND THE CORPORATION ARE INCLUDED OR INCORPORATED BY
   REFERENCE IN THIS DOCUMENT AND IN THE REGISTRATION STATEMENT.

   THE ENFORCEMENT BY SHAREHOLDERS OF CIVIL LIABILITIES UNDER UNITED STATES
   FEDERAL SECURITIES LAWS MAY BE AFFECTED ADVERSELY BY THE FACT THAT THE
   CORPORATION IS GOVERNED BY THE LAWS OF CANADA, THAT THE MAJORITY OF ITS
   OFFICERS AND DIRECTORS RESIDE OUTSIDE THE UNITED STATES, THAT THE DEALER
   MANAGER OR SOME OF THE EXPERTS NAMED IN THE CIRCULAR RESIDE OUTSIDE THE
   UNITED STATES AND THAT ALL OR A SUBSTANTIAL PORTION OF THE ASSETS OF RCI,
   THE CORPORATION AND SUCH PERSONS MAY BE LOCATED OUTSIDE THE UNITED STATES.
   SHAREHOLDERS MAY NOT BE ABLE TO SUE A FOREIGN COMPANY OR ITS OFFICERS OR
   DIRECTORS IN A FOREIGN COURT FOR VIOLATIONS OF UNITED STATES FEDERAL
   SECURITIES LAWS. IT MAY BE DIFFICULT TO COMPEL A FOREIGN COMPANY AND ITS
   AFFILIATES TO SUBJECT THEMSELVES TO A U.S. COURT'S JUDGMENT.

   SHAREHOLDERS SHOULD BE AWARE THAT THE ACQUISITION OF THE RCI NON-VOTING
   SHARES AS DESCRIBED HEREIN MAY HAVE TAX CONSEQUENCES BOTH IN CANADA AND
   THE UNITED STATES. THE MATERIAL TAX CONSEQUENCES FOR SHAREHOLDERS WHO ARE
   RESIDENT IN, OR CITIZENS OF, CANADA OR THE UNITED STATES ARE DESCRIBED IN
   THIS DOCUMENT UNDER "MATERIAL CANADIAN FEDERAL INCOME TAX CONSIDERATIONS"
   AND "MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS",
   RESPECTIVELY. SHAREHOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS REGARDING
   THE SPECIFIC TAX CONSEQUENCES TO THEM OF THE ACQUISITION OF THE RCI
   NON-VOTING SHARES AS DESCRIBED HEREIN.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                                       (ii)
<PAGE>

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                           FORWARD-LOOKING STATEMENTS

   This document, including documents incorporated by reference herein,
   includes forward-looking statements concerning the business, operations
   and financial performance and condition of RCI and the Corporation. When
   used in this document 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. RCI and the Corporation caution that all forward-
   looking information is inherently uncertain and actual results may differ
   materially from the assumptions, estimates or expectations reflected or
   contained in the forward-looking information, and that actual future
   performance will be affected by a number of factors, including economic
   conditions, technological change, regulatory change and competitive
   factors, many of which are beyond RCI's and the Corporation's control.
   Therefore, future events and results may vary significantly from what RCI
   and the Corporation currently foresee. RCI is under no obligation (and
   expressly disclaims any such obligation) to update or alter the
   forward-looking statements whether as a result of new information, future
   events or otherwise.

                           EXCHANGE RATE INFORMATION

   RCI publishes its consolidated financial statements in Canadian dollars.
   In this document, except where otherwise indicated, all references to
   "dollars", Cdn.$, C$ or "$" are to Canadian dollars. The Bank of Canada
   noon spot exchange rate on November 23, 2004 was Cdn.$1.1865 = U.S.$1.00.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                                      (iii)
<PAGE>

                               TABLE OF CONTENTS

<Table>
<Caption>
                                                              PAGE
                                                              ----
<S>                                                           <C>
SUMMARY TERM SHEET..........................................    1
GLOSSARY....................................................    6
OFFER TO PURCHASE...........................................   10
1.   The Offer..............................................   10
2.   Time for Acceptance....................................   10
3.   Manner of Acceptance...................................   10
4.   Conditions of the Offer................................   13
5.   Extension and Variation of the Offer...................   14
6.   Withdrawal of Deposited Shares.........................   17
7.   Take Up of and Payment for Deposited Shares............   18
8.   Return of Deposited Shares.............................   19
9.   Mail Service Interruption..............................   19
10. Changes in Capitalization...............................   19
11. Notices and Delivery....................................   19
12. Other Terms of the Offer................................   20
CIRCULAR....................................................   22
RCI.........................................................   22
RCI SUBCO...................................................   26
THE CORPORATION.............................................   27
SPECIAL FACTORS.............................................   31
BACKGROUND TO THE OFFER.....................................   31
INDEPENDENT COMMITTEE OF THE CORPORATION....................   36
RECOMMENDATION OF THE BOARD OF DIRECTORS OF THE
  CORPORATION...............................................   38
VALUATION...................................................   39
CERTAIN TRANSACTIONS AND RELATIONSHIPS BETWEEN RCI AND THE
  CORPORATION...............................................   43
EFFECT OF THE OFFER ON THE MARKET FOR SECURITIES; PUBLIC
  DISCLOSURE BY THE CORPORATION; EXCHANGE ACT
  REGISTRATION..............................................   48
ACQUISITION OF RWCI RESTRICTED VOTING SHARES NOT
  DEPOSITED.................................................   48
OWNERSHIP OF SECURITIES.....................................   51
TRADING IN SECURITIES OF THE CORPORATION....................   52
ARRANGEMENTS, AGREEMENTS OR UNDERSTANDINGS..................   53
TREATMENT OF RWCI OPTIONS...................................   53
ACCEPTANCE AND RECOMMENDATIONS OF OTHERS....................   53
COMMITMENTS TO ACQUIRE SECURITIES OF THE CORPORATION........   53
BENEFITS FROM THE OFFER.....................................   53
MATERIAL CHANGES AND OTHER INFORMATION......................   53
PREVIOUS DISTRIBUTIONS AND PURCHASES........................   53
PRICE RANGE AND TRADING VOLUME OF RWCI RESTRICTED VOTING
  SHARES....................................................   54
PRICE RANGE AND TRADING VOLUME OF RCI NON-VOTING SHARES.....   55
MATERIAL CANADIAN FEDERAL INCOME TAX CONSIDERATIONS.........   55
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS....   59
FINANCIAL ADVISOR, INFORMATION AGENT, DEALER MANAGER AND
  DEPOSITARY................................................   61
LEGAL MATTERS...............................................   62
STATUTORY RIGHTS............................................   62
</Table>

                                       (iv)
<PAGE>

<Table>
<Caption>
                                                              PAGE
                                                              ----
<S>                                                           <C>
DIRECTORS' APPROVAL.........................................   63
CONSENTS....................................................   64
APPROVAL AND CERTIFICATE OF ROGERS COMMUNICATIONS INC. .....   68
APPROVAL AND CERTIFICATE OF RWCI ACQUISITION INC. ..........   69
SCHEDULE "A" INFORMATION CONCERNING RCI.....................  A-1
SCHEDULE "B" INFORMATION CONCERNING THE CORPORATION.........  B-1
SCHEDULE "C" INFORMATION CONCERNING DIRECTORS AND EXECUTIVE
OFFICERS
                   OF RCI...................................  C-1
SCHEDULE "D" VALUATION AND FAIRNESS OPINION.................  D-1
SCHEDULE "E" UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL
STATEMENTS
                   OF RCI...................................  E-1
SCHEDULE "F" UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL
STATEMENTS
                   OF THE CORPORATION.......................  F-1
</Table>

                                       (v)
<PAGE>

                               SUMMARY TERM SHEET

     This summary provides important and material information about the Offer
that is described in more detail elsewhere in this document, but this summary
may not include all of the information about the Offer that is important to you.
Additional important information about the Offer is contained in the remainder
of this document and the Letter of Acceptance and Transmittal. Therefore, you
are urged to carefully read the remainder of this document and the Letter of
Acceptance and Transmittal for the Offer because the information in this summary
is not complete. We have included cross-references in this summary to other
sections of this document to direct you to the sections of this document in
which a more complete description of the topics covered in this summary appear.
Unless otherwise defined herein, capitalized terms have the respective meanings
assigned thereto in the Glossary.

WHAT IS THE OFFER?

     Rogers Communications Inc. and RWCI Acquisition Inc. are offering to
purchase all the outstanding Class B Restricted Voting Shares of Rogers Wireless
Communications Inc. not already held by us and our affiliates. For the purpose
of this summary "we" and similar words refer to both Rogers Communications Inc.
and RWCI Acquisition Inc. and the "Corporation" refers to Rogers Wireless
Communications Inc. We are offering to exchange 1.75 shares of Class B
Non-Voting Shares of Rogers Communications Inc. for each Class B Restricted
Voting Share of the Corporation not already held by us and our affiliates. The
following are some of the questions that you, as a shareholder of the
Corporation, may have and answers to those questions. We urge you to carefully
read the Circular and the accompanying Letter of Acceptance and Transmittal
because the information in this summary may not answer all of your questions and
additional important information is contained in the Circular and the
accompanying Letter of Acceptance and Transmittal.

WHO IS OFFERING TO BUY MY SECURITIES?

     Our names are Rogers Communications Inc. and RWCI Acquisition Inc. We are
corporations organized under the laws of the Province of British Columbia, and
we are making an offer to purchase all of the outstanding Class B Restricted
Voting Shares not already held by us and our affiliates.

     As of November 22, 2004, we directly and indirectly own or control
64,911,816 of the Corporation's Class B Restricted Voting Shares, representing
approximately 80.6% of the issued outstanding Class B Restricted Voting Shares.
The holders of Class B Restricted Voting Shares are generally entitled to one
vote per share other than with respect to the election of directors and the
appointment of auditors and are entitled, voting separately as a class, to elect
three directors of the Corporation. In addition, we directly and indirectly own
or control, 62,820,371 Class A Multiple Voting Shares of the Corporation,
representing 100% of the issued and outstanding Class A Multiple Voting Shares.
The holders of the Class A Multiple Voting Shares are generally entitled to 10
votes per share. In addition, each of the Class A Multiple Voting Shares may, at
the option of the holder, be converted into a Class B Restricted Voting Share.
As a result, we directly and indirectly own or control shares representing
approximately 98% of the voting power of the Corporation.

     Rogers Communications Inc. is a diversified public Canadian communications
and media company. Rogers Communications Inc. is engaged in cable television,
high-speed Internet access and video retailing through Canada's largest cable
television provider, Rogers Cable Inc.; in wireless voice and data
communications services through the Corporation, Canada's national GSM/GPRS
cellular provider; and in radio, television broadcasting, televised shopping and
publishing businesses through Rogers Media Inc. Rogers Communications Inc. also
owns the Toronto Blue Jays Baseball Club. For the year ended December 31, 2003,
the Corporation, Rogers Cable Inc. and Rogers Media Inc. represented 46.1%,
37.3% and 17.8%, respectively, offset by corporate items and eliminations of
1.2% of our consolidated revenue and 51.1%, 44.4% and 17.2%, offset by corporate
items and eliminations of 12.8%, respectively, of Rogers Communications Inc.'s
consolidated operating income. See "RCI" and "SCHEDULE B -- INFORMATION
CONCERNING THE CORPORATION.

WHAT ARE THE CLASSES AND NUMBERS OF SECURITIES SOUGHT IN THE OFFER?

     We are offering to purchase all of the outstanding Class B Restricted
Voting Shares not already owned by us and our affiliates.
                                        1
<PAGE>

HOW MUCH ARE YOU OFFERING TO PAY AND WHAT IS THE FORM OF PAYMENT?

     We are offering 1.75 shares of Class B Non-Voting Shares of Rogers
Communications Inc. in exchange for each Class B Restricted Voting Share held by
you. The consideration offered of 1.75 shares of Class B Non-Voting Shares of
Rogers Communications Inc. was equivalent to a price of approximately $50.23 for
each Class B Restricted Voting Share based upon the closing price of Rogers
Communication Inc.'s Class B Non-Voting Shares on the Toronto Stock Exchange on
November 10, 2004, which is the last trading day prior to the date on which we
announced our intention to make the Offer. The equivalent price of $50.23 per
share represented a premium of 13.8% to the volume weighted average of the
closing prices of Class B Restricted Voting Shares on the Toronto Stock Exchange
for the 5 trading days immediately prior to November 10, 2004. For more
information regarding the trading range of the Corporation's Class B Restricted
Voting Shares, see "PRICE RANGE AND TRADING VOLUME OF RWCI RESTRICTED VOTING
SHARES" in the Circular.

     Rogers Communications Inc. has two classes of shares outstanding:

     (a)   Our Class A Voting Shares; and

     (b)   Our Class B Non-Voting Shares.

     Each Class A Voting Share is entitled to 50 votes per share. The holders of
Rogers Communications Inc.'s Class B Non-Voting shares are entitled to receive
notice of and to attend meetings of shareholders but, except as required by law,
are not entitled to vote at such meetings. Rogers Communications Inc.'s Class A
Voting Shares may receive a dividend at an annual rate of up to $0.05 per share
only after Rogers Communications Inc.'s Class B Non-Voting Shares have been paid
a dividend at an annual rate of $0.05 per share. Rogers Communications Inc.'s
Class A Voting Shares are convertible on a one-for-one basis into Class B
Non-Voting Shares. For more information regarding our Class B Non-Voting Shares,
see "SCHEDULE A -- Information Concerning RCI -- Share Capital of RCI and
Dividend Policy -- Equity Shares" in the Circular.

WILL I HAVE TO PAY ANY FEES OR COMMISSIONS?

     If you are the owner of record of your shares and you tender your shares to
the depositary or by utilizing the services of the dealer manager, you will not
have to pay brokerage fees or similar expenses. If you own your shares through a
broker or other nominee, and your broker or nominee tenders your shares on your
behalf, they may charge you a fee for doing so. You should consult your broker
or nominee to determine whether any charges will apply. See "FINANCIAL ADVISOR,
INFORMATION AGENT, DEALER MANAGER AND DEPOSITARY" in the Circular.

WHY ARE THERE TWO OFFERORS?

     We are offering to purchase your shares both through Rogers Communications
Inc. and through RWCI Acquisition Inc. We are offering to purchase your shares
on this joint basis in order to obtain favourable Canadian tax treatment, both
for us and you. If you tender your shares to RWCI Acquisition Inc., our cost to
acquire your shares, from a Canadian tax perspective, will be equal to the fair
market value of the Class B Non-Voting Shares you receive in connection with the
exchange. On the other hand, our cost to acquire the shares, from a Canadian tax
perspective, that you tender to Rogers Communications Inc. generally will be
equal to tax paid-up capital, which we expect will be significantly less than
the fair market value of the Class B Non-Voting Shares you receive in connection
with the exchange. As a result, we would prefer that all of the shares tendered
in the Offer be tendered to RWCI Acquisition Inc.

     Some of the holders of the Class B Restricted Voting Shares, whom we refer
to as Eligible Holders, will be subject to Canadian tax in respect of any
capital gain realized on the disposition of Class B Restricted Voting Shares
under the Offer. An Eligible Holder may achieve a tax-deferred rollover for
Canadian tax purposes, however, if the Eligible Holder tenders Class B
Restricted Voting Shares directly to Rogers Communications Inc. Accordingly, we
will permit Eligible Holders who want to obtain a tax-deferred rollover for
Canadian tax purposes to tender Class B Restricted Voting Shares to Rogers
Communications Inc. An Eligible Holder choosing to tender Class B Restricted
Voting Shares to Rogers Communications Inc. will be required to certify, in the
Letter of Acceptance and Transmittal, that the holder is an Eligible Holder.
Holders of Class B Restricted Voting Shares who are not Eligible Holders and who
elect to participate in the Offer will be required to tender Class B Restricted
Voting Shares to RWCI Acquisition Inc., because these holders will not obtain
any additional benefit by tendering directly to Rogers Communications Inc.
Please see the definition of "Eligible Holder" in the Offer to Purchase and
Circular and also see "MATERIAL CANADIAN FEDERAL INCOME TAX CONSIDERATIONS" and
"MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS" in the Offer to
Purchase and Circular for additional information.
                                        2
<PAGE>

     We urge you to contact your tax and legal advisors if you have any
questions regarding your tax status or if you have any questions concerning the
effect of the Offer on your tax situation.

HOW WILL CANADIAN RESIDENTS BE TAXED FOR CANADIAN FEDERAL INCOME TAX PURPOSES?

     Shareholders who are Eligible Holders are eligible to tender their Class B
Restricted Voting Shares to RCI for the purpose of achieving a tax-deferred
rollover for Canadian federal income tax purposes. Other Shareholders who elect
to participate in the Offer will be required to tender to RWCI Acquisition Inc.
The sale of Class B Restricted Voting Shares to RWCI Acquisition Inc. will be a
taxable disposition for Canadian federal income tax purposes. You are urged to
consult your own tax advisor as to the particular tax consequences to you of the
Offer. See "MATERIAL CANADIAN FEDERAL INCOME TAX CONSIDERATIONS" in the
Circular.

HOW WILL U.S. TAXPAYERS BE TAXED FOR U.S. FEDERAL INCOME TAX PURPOSES?

     In general, a United States holder who holds Class B Restricted Voting
Shares as capital assets will recognize a gain or loss for United States federal
income tax purposes in an amount equal to the difference, if any, between (1)
the U.S. dollar equivalent of the fair market value of the Class B Non-Voting
Shares received and any Canadian dollar cash payment received on any fractional
shares, determined based on the spot rate of exchange on the date we take up and
pay for the Class B Restricted Voting Shares and (2) the United States holder's
adjusted tax basis in the Class B Restricted Voting Shares. This gain or loss
generally will be a capital gain or loss and generally will be a long-term
capital gain or loss if the United States holder has held the Class B Restricted
Voting Shares for more than one year at the time of the exchange. You are urged
to consult your own tax advisor as to the particular tax consequences to you of
the offer. See "MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS" in the
Circular.

WHAT ARE THE MOST IMPORTANT CONDITIONS TO THE OFFER?

     The Offer is subject to several conditions, including:

     (a)   the lack of any material adverse change or any development involving
           any prospective material adverse change in the business of the
           Corporation; and

     (b)   the receipt of all necessary approvals from government bodies or
           regulatory agencies on terms satisfactory to us having been obtained.

     See "OFFER TO PURCHASE -- Section 4 -- Conditions of the Offer".

HOW LONG DO I HAVE TO DECIDE WHETHER TO TENDER TO THE OFFER?

     You will have until midnight, local time, on December 30, 2004 to decide
whether to tender your Class B Restricted Voting Shares to the Offer unless the
Offer is extended. Further, if you cannot deliver everything that is required in
order to make a valid tender by that time, you may be able to use a guaranteed
delivery procedure, which is described in the Circular. See "OFFER TO PURCHASE
- -- Section 3 -- Manner of Acceptance."

CAN THE OFFER BE EXTENDED?

     We can elect at any time to extend the Offer. If we extend the Offer, we
will inform Computershare Investor Services Inc., the depositary for the Offer,
of that fact and will make a public announcement of the extension, not later
than 9:00 a.m., Toronto time, on the next business day after the day on which
the Offer was scheduled to expire. See "OFFER TO PURCHASE -- Section 5 --
Extension and Variation of the Offer."

HOW DO I TENDER MY SHARES?

     To tender your Class B Restricted Voting Shares, you must deliver the
certificates evidencing your shares, together with a completed Letter of
Acceptance and Transmittal, to Computershare Investor Services Inc., the
depositary for the Offer, not later than the time the Offer expires. If your
shares are held in street name (that is, through a broker, dealer or other
nominee), please contact your broker, dealer or other nominee. If you cannot get
all required documents to the depositary by the expiry of the Offer, you may get
a little extra time to do so by having a broker, bank or other fiduciary who is
a member of the Securities Transfer Agent Medallion Program or other eligible
institution guarantee that the necessary documents will be received by the
depositary within three Toronto Stock Exchange trading days. However, the
depositary must receive the necessary documents within that three trading day
period. See "OFFER TO PURCHASE -- Section 3 -- Manner of Acceptance."
                                        3
<PAGE>

UNTIL WHAT TIME CAN I WITHDRAW PREVIOUSLY TENDERED SHARES?

     You can withdraw previously tendered Class B Restricted Voting Shares:

     (a)   at any time until we take up your shares;

     (b)   up until the tenth day following the day we file a notice announcing
           we have changed or varied our Offer unless, among other things, prior
           to filing the notice we had taken up your shares or the change in our
           Offer consists solely of an increase in the consideration we are
           offering; and

     (c)   if after taking up your shares, we do not pay for them within three
           business days.

     See "OFFER TO PURCHASE -- Section 6 -- Withdrawal of Deposited Shares."

HOW DO I WITHDRAW PREVIOUSLY TENDERED SHARES?

     To withdraw shares that have been tendered you must deliver a written
notice of withdrawal, or a facsimile of one, with the required information to
the depositary while you still have the right to withdraw the shares. See "OFFER
TO PURCHASE -- Section 6 -- Withdrawal of Deposited Shares."

WHAT DOES THE CORPORATION'S BOARD OF DIRECTORS THINK OF THE OFFER?

     The board of directors of the Corporation has concluded that the offer is
fair and reasonable to shareholders and recommends that they tender their shares
to the offer. The board of directors of the Corporation has received an opinion
and valuation from an independent valuator. The opinion states that the
consideration offered is fair, from a financial point of view, to shareholders
(other than Rogers Communications Inc. and its affiliates). The independent
valuator determined, pursuant to the valuation that, subject to the assumptions
and qualifications set forth in the valuation, the fair market value of the RWCI
Restricted Voting Shares is in the range of $46 to $54 per share.

IS ROGERS COMMUNICATIONS INC. ATTEMPTING TO ACQUIRE ALL OF THE CORPORATION?

     We are making the Offer in order to acquire all of the outstanding Class B
Restricted Voting Shares not owned by us. If we complete the Offer but do not
then own 100% of the Corporation, we currently intend, depending on the number
of Class B Restricted Voting Shares we have acquired, to acquire all remaining
Class B Restricted Voting Shares not then owned by us through a second-step
transaction as described below.

     If more than 90% of the outstanding Class B Restricted Voting Shares not
currently owned by us are purchased by us in the Offer, we intend to execute a
compulsory acquisition. A compulsory acquisition would not require a shareholder
vote of the Corporation. If a compulsory acquisition is not available but we own
90% or more of the outstanding Class B Restricted Voting Shares, we currently
intend to effect a subsequent acquisition transaction, such as an amalgamation,
arrangement or share consolidation. Such a subsequent acquisition transaction
would require the approval of a simple majority of the votes cast by holders of
such Class B Restricted Voting Shares, other than us, except if we own 90% or
more of such shares and a dissent and appraisal remedy is available. In the
event we do not acquire sufficient Class B Restricted Voting Shares in order to
carry out a subsequent acquisition transaction, but we become the holder of 90%
or more of the outstanding Class B Restricted Voting Shares, we may at that time
decide to initiate a subsequent acquisition transaction.

     Shareholders who do not tender their Class B Restricted Voting Shares in
the Offer will receive the same amount of consideration per share in any
second-step transaction (if it is carried out immediately following the Offer)
that they would have received had they tendered their shares to the Offer,
subject to their right to pursue appraisal and dissent rights under the laws of
Canada. Therefore, if the second-step transaction occurs and you do not exercise
your appraisal and dissent rights, the only differences to you between tendering
your Class B Restricted Voting Shares and not tendering your Class B Restricted
Voting Shares are that you will be paid earlier if you tender your Class B
Restricted Voting Shares and different tax treatments may apply. See "BACKGROUND
TO THE OFFER -- Structure of the Transaction", "ACQUISITION OF RWCI RESTRICTED
VOTING SHARES NOT DEPOSITED" and "MATERIAL CANADIAN FEDERAL INCOME TAX
CONSIDERATIONS" and "MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS"
in the Circular.

FOLLOWING THE OFFER, WILL THE CORPORATION CONTINUE AS A PUBLIC COMPANY?

     If a second-step transaction described above takes place, the Corporation
will no longer be publicly owned. Even if a second-step transaction does not
take place, if we purchase all the tendered shares, there may be so few
remaining
                                        4
<PAGE>

shareholders and publicly held Class B Restricted Voting Shares that the Class B
Restricted Voting Shares will no longer be eligible to be traded on the Toronto
Stock Exchange or the New York Stock Exchange or other securities markets. As a
result, there may not be a public trading market for such shares and the
Corporation may cease being required to comply with Canadian and SEC rules
governing publicly held companies. See "EFFECT OF THE OFFER ON THE MARKET FOR
SECURITIES; PUBLIC DISCLOSURE BY THE CORPORATION; EXCHANGE ACT REGISTRATION" in
the Circular.

IF I DECIDE NOT TO TENDER, HOW WILL THE OFFER AFFECT MY SHARES?

     If a second-step transaction described above takes place, shareholders not
tendering to the Offer will receive the same consideration as under the Offer or
the fair value of the shares as determined by a court. If for some reason no
second-step transaction takes place, the number of the Corporation's
shareholders and of Class B Restricted Voting Shares that are still in the hands
of the public may be so small that there will no longer be an active public
trading market for the Class B Restricted Voting Shares. Also, as described
above, the Corporation may cease being required to comply with Canadian and SEC
rules relating to publicly held companies. See "EFFECT OF THE OFFER ON THE
MARKET FOR SECURITIES; PUBLIC DISCLOSURE BY THE CORPORATION; EXCHANGE ACT
REGISTRATION" in the Circular.

WILL I HAVE THE RIGHT TO HAVE MY SHARES APPRAISED?

     Under a second-step transaction, if one occurs, shareholders will have the
right to dissent and demand payment of the fair value of their Class B
Restricted Voting Shares. If the statutory procedures are complied with, this
right could lead to a judicial determination of the fair value required to be
paid to such dissenting shareholders for their Class B Restricted Voting Shares.
The fair value of the Class B Restricted Voting Shares so determined could be
more or less than the consideration paid per Class B Restricted Voting Share
pursuant to such second-step transactions or the offer.

WHAT IS THE MARKET VALUE OF MY SHARES AS OF A RECENT DATE?

     On November 10, 2004, which is the last trading day prior to the date on
which we announced our intention to make the Offer, the last sale price of a
Class B Restricted Voting Share of the Corporation reported on the Toronto Stock
Exchange and the New York Stock Exchange was $43.17 and U.S.$36.28,
respectively. We urge you to obtain a recent quotation for Class B Restricted
Voting Share of the Corporation before deciding whether to tender your shares.
See "PRICE RANGE AND TRADING VOLUME OF RWCI RESTRICTED VOTING SHARES" in the
Circular.

WHO CAN I TALK TO IF I HAVE QUESTIONS ABOUT THE OFFER?

     You can call Computershare Investor Services Inc., Georgeson Shareholder
Communications Inc., Scotia Capital Inc. in Canada and Scotia Capital (USA) Inc.
in the United States at their respective telephone numbers and locations set out
on the back page of this document. Computershare Investor Services Inc. is
acting as Depository for our Offer. Georgeson Shareholder Communications Inc. is
acting as the Information Agent for our offer in Canada and the United States.
Scotia Capital Inc. is acting as the Dealer Manager for our Offer in Canada.
Scotia Capital (USA) Inc. is acting as the Dealer Manager for our Offer in the
United States.
                                        5
<PAGE>

                                    GLOSSARY

     In this document, unless the subject matter or context is inconsistent
therewith, the following terms have the meanings set forth below:

"206 NOTICE" has the meaning ascribed thereto under "ACQUISITION OF RWCI
RESTRICTED VOTING SHARES NOT DEPOSITED -- Compulsory Acquisition" in the
Circular;

"1933 ACT" means the United States Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder;

"AFFILIATE" unless otherwise indicated, has the meaning ascribed thereto in the
Securities Act (Ontario);

"ASSOCIATE" unless otherwise indicated, has the meaning ascribed thereto in the
Securities Act (Ontario);

"AT&T WIRELESS" means AT&T Wireless Services, Inc., a corporation incorporated
under the laws of the State of Delaware;

"BOARD OF DIRECTORS" means the board of directors of the Corporation;

"BROADCASTING" means Rogers Broadcasting Limited;

"BUSINESS DAY" means any day on which commercial banks in the City of Toronto,
Ontario, Canada are open for business;

"BMO NESBITT BURNS" means BMO Nesbitt Burns Inc., a Canadian investment banking
firm retained to provide financial advice to the Independent Committee and
prepare the Valuation and Fairness Opinion;

"CBCA" means the Canada Business Corporations Act, as amended;

"CIRCULAR" means the take-over bid circular included in this document;

"COMPULSORY ACQUISITION" has the meaning ascribed thereto under "ACQUISITION OF
RWCI RESTRICTED VOTING SHARES NOT DEPOSITED -- Compulsory Acquisition" in the
Circular;

"CORPORATION" OR "RWCI" means Rogers Wireless Communications Inc., a corporation
continued under the CBCA;

"CRA" means the Canada Revenue Agency;

"CRTC" means the Canadian Radiotelevision and Telecommunications Commission;

"DEALER MANAGER" means Scotia Capital Inc. in Canada and Scotia Capital (USA)
Inc. in the United States;

"DEPOSITARY" means Computershare Investor Services Inc.;

"DEPOSITED SHARES" means RWCI Restricted Voting Shares deposited pursuant to the
Offer in accordance with the terms and conditions of the Offer to Purchase and
the Letter of Acceptance and Transmittal and not withdrawn;

"DIRECTORS' CIRCULAR" means the directors' circular of the Corporation prepared
in connection with the Offer and mailed to Minority Shareholders together with
the Offer to Purchase and Circular;

"EFFECTIVE DATE" means the first date on which an Offeror has taken up and paid
for Deposited Shares;

"ELIGIBLE HOLDER" means a Shareholder who is (a) a resident of Canada for the
purposes of the Tax Act, holds RWCI Restricted Voting Shares as capital property
and is not exempt from tax on income under the Tax Act, or (b) a non-resident of
Canada for the purposes of the Tax Act, whose RWCI Restricted Voting Shares
constitute "taxable Canadian property" (as defined by the Tax Act) and who is
not exempt from Canadian tax in respect of any capital gain realized on the
disposition of RWCI Restricted Voting Shares by reason of an exemption contained
in an applicable income tax treaty, or (c) a partnership if one or more members
of the partnership are described in (a) or (b);

"ELIGIBLE INSTITUTION" means a Canadian Schedule "A" chartered bank, a major
trust company in Canada, a member of the Securities Transfer Agent Medallion
Program (STAMP), a member of the Stock Exchange Medallion Program (SEMP), a
member of the New York Stock Exchange, Inc. Medallion Signature Program (MSP) or
any other "Eligible Guarantor Institution", as such term is defined in Rule
17Ad-15 of the Exchange Act;

"ENGAGEMENT LETTER" means the agreement dated October 19, 2004 entered into by
the Corporation and BMO Nesbitt Burns under which BMO Nesbitt Burns agreed to
provide financial advice to the Independent Committee and prepare the Valuation
and Fairness Opinion, as such agreement was amended on November 11, 2004;

                                        6
<PAGE>

"ESPP" means the Employee Share Purchase Plan of the Corporation;

"EXCHANGE ACT" means the United States Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder;

"EXPIRY DATE" means December 30, 2004, unless the Offer is extended, in which
event the Expiry Date shall mean the latest date on which the Offer as so
extended expires;

"EXPIRY TIME" means midnight (local time) on the Expiry Date;

"FAIRNESS OPINION" means the opinion of BMO Nesbitt Burns as to the fairness of
the Offer Consideration, from a financial point of view, to Minority
Shareholders and attached hereto as Schedule "D";

"INDEPENDENT COMMITTEE" means the special committee of the Board of Directors
constituted to, among other matters, supervise the preparation of the Valuation
and Fairness Opinion; such committee consists of James C. Grant (Chairman),
George E. Fierheller and Pierre L. Morrissette, all of whom are independent of
RCI, and its associates and affiliates (other than the Corporation) and of
management of the Corporation;

"INFORMATION AGENT" means Georgeson Shareholder Communications Inc.;

"IRS" means the Internal Revenue Service;

"JVII" means JVII General Partnership, a partnership formed under Delaware law
and wholly-owned by AT&T Wireless;

"JVII SHAREHOLDERS AGREEMENT" has the meaning ascribed thereto in "BACKGROUND TO
THE OFFER -- Following 2001 Proposed Transaction";

"LETTER OF ACCEPTANCE AND TRANSMITTAL" means the letter of acceptance and
transmittal printed on blue paper accompanying the Offer to Purchase and
Circular;

"MICROCELL" means Microcell Telecommunications Inc.;

"MINORITY SHAREHOLDERS" means all holders of RWCI Restricted Voting Shares other
than RCI and its affiliates;

"NOTICE OF GUARANTEED DELIVERY" means the notice of guaranteed delivery printed
on green paper accompanying the Offer to Purchase and Circular;

"NYSE" means the New York Stock Exchange;

"OFFER" means the offer by RCI and RCI Subco to purchase RWCI Restricted Voting
Shares made hereby, the terms and conditions of which are set forth in this
document and the Letter of Acceptance and Transmittal;

"OFFER CONSIDERATION" means 1.75 RCI Non-Voting Shares for each RWCI Restricted
Voting Share;

"OFFEREE" has the meaning ascribed thereto under "ACQUISITION OF RWCI RESTRICTED
VOTING SHARES NOT DEPOSITED -- Compulsory Acquisition" in the Circular;

"OFFERORS" means RCI and RCI Subco;

"OFFER PERIOD" means the period commencing on November 25, 2004 and ending at
the Expiry Time;

"OFFER TO PURCHASE" means the offer to purchase made hereby;

"OFFER TO PURCHASE AND CIRCULAR" means this document, including the Offer to
Purchase and the Circular, and the Letter of Acceptance and Transmittal;

"PERSON" includes any individual, government, governmental agency or authority,
body corporate, partnership, limited partnership, limited liability company,
trust, unlimited liability company, joint venture or any form of unincorporated
entity;

"POLICY Q-27" means Policy Q-27 of the Autorite des marches financiers, as
amended;

"PUBLISHING" means Rogers Publishing Limited;

"PURCHASED SECURITIES" has the meaning ascribed thereto in Section 3 of the
Offer to Purchase, "Manner of Acceptance -- Power of Attorney";

"RCI" means Rogers Communications Inc., a corporation amalgamated under the laws
of the Province of British Columbia;

                                        7
<PAGE>

"RCI CLASS A SHARES" means the Class A Multiple Voting Shares of RCI, which have
the attributes described under "Share Capital of RCI and Dividend Policy --
Equity Shares" in Schedule "A" hereto;

"RCI OPTIONS" means options granted to acquire RCI Non-Voting Shares pursuant to
RCI's stock option plan;

"RCI SHARE CERTIFICATES" means certificates representing RCI Non-Voting Shares;

"RCI SUBCO" means RWCI Acquisition Inc., a corporation incorporated under the
laws of the Province of British Columbia, and a wholly-owned subsidiary of RCI;

"RCI NON-VOTING SHARES" means the Class B Non-Voting Shares of RCI, which have
the attributes described under "Share Capital of RCI and Dividend Policy --
Equity Shares" in Schedule "A" hereto;

"REGULATIONS" has the meaning ascribed thereto under "ACQUISITION OF RWCI
RESTRICTED VOTING SHARES NOT DEPOSITED -- Subsequent Acquisition Transactions"
in the Circular;

"RULE 61-501" means Ontario Securities Commission Rule 61-501;

"RULES" has the meaning ascribed thereto under "VALUATION" in the Circular;

"RWCI CLASS A SHARES" means the Class A Multiple Voting Shares of the
Corporation, which have the attributes described under "Share Capital of the
Corporation -- RWCI Class A Shares and RWCI Restricted Voting Shares" in
Schedule "B" hereto;

"RWCI OPTIONS" means options to acquire RWCI Restricted Voting Shares pursuant
to the Corporation's stock option plans;

"RWCI RESTRICTED VOTING SHARES" means the Class B Restricted Voting Shares of
the Corporation, which have the attributes described under "Share Capital of the
Corporation -- RWCI Class A Shares and RWCI Restricted Voting Shares" in
Schedule "B" hereto;

"RWI" means Rogers Wireless Inc., a corporation incorporated under the CBCA, and
a wholly-owned subsidiary of the Corporation;

"SCOTIA CAPITAL" means Scotia Capital Inc.;

"SEC" means the United States Securities and Exchange Commission;

"SHAREHOLDER" means a holder of RWCI Restricted Voting Shares;

"SHAREHOLDER PROTECTION AGREEMENT" means the minority shareholder protection
agreement dated August 7, 1991 between the Corporation and RCI;

"SOLICITING DEALER GROUP" means the group of soliciting dealers formed by Scotia
Capital Inc. to solicit acceptances of the Offer;

"SUBSEQUENT ACQUISITION TRANSACTION" has the meaning ascribed thereto under
"ACQUISITION OF RWCI RESTRICTED VOTING SHARES NOT DEPOSITED -- Subsequent
Acquisition Transactions" in the Circular;

"SUBSEQUENT OFFERING PERIOD" has the meaning ascribed thereto in Section 5 of
the Offer to Purchase, "Extension and Variation of the Offer";

"TAX ACT" means the Income Tax Act (Canada), as amended;

"TELECOMMUNICATIONS LEGISLATION" has the meaning ascribed thereto under
"Restrictions on the Transfer, Voting and Issue of Shares" in Schedule "A"
hereto;

"TSX" means the Toronto Stock Exchange;

"TRUST AGREEMENTS" has the meaning ascribed thereto under "Take-Over Bid
Protection for RWCI Restricted Voting Shares" in Schedule "B" hereto;

"TRUSTEE" has the meaning ascribed thereto under "Take-Over Bid Protection for
RWCI Restricted Voting Shares" in Schedule "B" hereto;

"U.S. BUSINESS DAY" means any day on which commercial banks in the City of New
York, New York, are open for business; and

                                        8
<PAGE>

"VALUATION" means the independent valuation of the RWCI Restricted Voting Shares
prepared by BMO Nesbitt Burns under the supervision of the Independent Committee
and prepared in accordance with the requirements of Rule 61-501, Policy Q-27 and
the Shareholder Protection Agreement and attached hereto as Schedule "D".

                                        9
<PAGE>

                               OFFER TO PURCHASE

     The accompanying Circular and Letter of Acceptance and Transmittal, which
are incorporated into and form part of the Offer, contain important information
and should be read carefully before making a decision with respect to the Offer.

TO: HOLDERS OF CLASS B RESTRICTED VOTING SHARES OF THE CORPORATION

1.   THE OFFER

     Each Offeror hereby offers to purchase, upon the terms and subject to the
conditions hereinafter specified, all of the issued and outstanding RWCI
Restricted Voting Shares not already owned by RCI and its affiliates on the
basis of 1.75 RCI Non-Voting Shares for each RWCI Restricted Voting Share.
Subject to the conditions described under Section 4 of the Offer to Purchase,
"Conditions of the Offer", the Offerors intend to purchase any and all RWCI
Restricted Voting Shares properly tendered to the Offer. There is no condition
requiring that a minimum number of RWCI Restricted Voting Shares be tendered to
the Offer.

     The Offer is made only for RWCI Restricted Voting Shares and is not made
for any of the outstanding RWCI Options or RWCI Class A Shares. A holder of RWCI
Options who wishes to accept the Offer must, to the extent permitted by the
terms of such securities and applicable law, exercise such RWCI Options in order
to obtain RWCI Restricted Voting Shares and then deposit those RWCI Restricted
Voting Shares under the Offer. Any such exercise must be sufficiently in advance
of the Expiry Time to ensure that RWCI Restricted Voting Shares will be
available for deposit no later than the Expiry Time or in sufficient time to
comply with the procedures referred to in Section 3 of the Offer to Purchase,
"Manner of Acceptance -- Guaranteed Delivery".

     Subject to the receipt of any necessary regulatory approval, RCI intends to
offer to holders of RWCI Options the right to exchange such options for RCI
Options entitling the holders thereof to acquire RCI Non-Voting Shares on terms
equivalent to those attaching to the existing RWCI Options. Holders of currently
exercisable RWCI Options are entitled to exercise such options and to tender to
the Offer the RWCI Restricted Voting Shares so issued, provided such Persons
comply with the terms and conditions of the Offer.

     No fractional RCI Non-Voting Shares shall be issued pursuant to the Offer.
In lieu of a fractional RCI Non-Voting Share, a Shareholder accepting the Offer
will receive a cash payment determined based on a price of $28.70 per RCI
Non-Voting Share. The $28.70 represents the closing price of the RCI Non-Voting
Shares on the TSX on November 10, 2004, which is the last trading day prior to
the date on which RCI announced its intention to make the Offer.

2.   TIME FOR ACCEPTANCE

     The Offer is open for acceptance until the Expiry Time, being midnight
(local time) on December 30, 2004, unless the Offer is withdrawn by the
Offerors. The Expiry Time may be extended from time to time at the Offerors'
sole discretion pursuant to Section 5 of the Offer to Purchase, "Extension and
Variation of the Offer."

3.   MANNER OF ACCEPTANCE

ACCEPTANCE

     The Offer may be accepted by a Shareholder only by depositing all of the
following with the Depositary in accordance with the instructions set forth in
the Letter of Acceptance and Transmittal on or prior to the Expiry Time:

     (a)   the certificate(s) representing RWCI Restricted Voting Shares, in
           proper form for transfer, in respect of which the Offer is being
           accepted;

     (b)   a Letter of Acceptance and Transmittal, or a facsimile thereof,
           properly completed and duly executed in accordance with the
           instructions set forth therein; and

     (c)   all other documents required pursuant to the Offer and the
           instructions set forth in the Letter of Acceptance and Transmittal.

     The Offer will be accepted by a Shareholder only if the Depositary has
actually received these documents no later than the Expiry Time. The signature
on the applicable Letter of Acceptance and Transmittal must be guaranteed by an
Eligible Institution or in some other manner acceptable to the Depositary
(except that no guarantee is required for the signature of a depositing
Shareholder that is an Eligible Institution) if:

                                        10
<PAGE>

     -  the Letter of Acceptance and Transmittal is signed by a Person other
        than the registered owner(s) of the RWCI Restricted Voting Shares being
        deposited,

     -  the RWCI Restricted Voting Shares not purchased are to be returned to a
        Person other than such registered owner(s) or sent to an address other
        than the address of the registered owner(s) as shown on the register of
        the Corporation, or

     -  payment is to be issued in the name of a Person other than the
        registered owner(s) of the RWCI Restricted Voting Shares being
        deposited.

     If a Letter of Acceptance and Transmittal is executed by a Person other
than the registered holder of the RWCI Restricted Voting Shares represented by
the certificate(s) deposited therewith, then the certificate(s) must be endorsed
or be accompanied by an appropriate share transfer power of attorney duly and
properly completed by the registered holder, with the signature on the
endorsement panel or share transfer power of attorney guaranteed by an Eligible
Institution.

     SHAREHOLDERS WHO ARE ELIGIBLE HOLDERS ARE ELIGIBLE TO TENDER RWCI
RESTRICTED VOTING SHARES TO RCI FOR THE PURPOSE OF ACHIEVING A TAX-DEFERRED
ROLLOVER FOR CANADIAN FEDERAL INCOME TAX PURPOSES. SEE "MATERIAL CANADIAN
FEDERAL INCOME TAX CONSIDERATIONS" IN THE CIRCULAR. OTHER SHAREHOLDERS THAT
ACCEPT THE OFFER WILL BE REQUIRED TO TENDER THEIR RWCI RESTRICTED VOTING SHARES
TO RCI SUBCO. SHAREHOLDERS WHO DO NOT EXPRESSLY DESIGNATE RCI FOR THE PURPOSE OF
THE PURCHASE OF THEIR RWCI RESTRICTED VOTING SHARES IN THE SPACE PROVIDED IN THE
LETTER OF ACCEPTANCE AND TRANSMITTAL AND WHO DO NOT PROPERLY COMPLETE ANY
CERTIFICATE THAT MAY BE REQUIRED THEREBY WILL BE DEEMED TO HAVE TENDERED THEIR
RWCI RESTRICTED VOTING SHARES TO RCI SUBCO AND WILL NOT OBTAIN A TAX-DEFERRED
ROLLOVER INTO RCI NON-VOTING SHARES FOR CANADIAN FEDERAL INCOME TAX PURPOSES.

     The Offer is being made on a joint basis by RCI and RCI Subco in order
that, in those circumstances where Shareholders are not subject to Canadian tax
in respect of any capital gain realized on the disposition of RWCI Restricted
Voting Shares under the Offer, RCI Subco is able to acquire the RWCI Restricted
Voting Shares at a cost for Canadian tax purposes equal to the fair market value
of the RCI Non-Voting Shares issued in exchange for the RWCI Restricted Voting
Shares by requiring that Shareholders other than Eligible Holders tender to RCI
Subco. Eligible Holders are able to tender RWCI Restricted Voting Shares to RCI
in order to achieve a tax-deferred rollover into RCI Non-Voting Shares. The tax
cost of RWCI Restricted Voting Shares tendered to RCI will be an amount
significantly less than the fair market value of the RCI Non-Voting Shares
issued in exchange.

GUARANTEED DELIVERY

     If a Shareholder wishes to deposit RWCI Restricted Voting Shares pursuant
to the Offer and cannot deliver certificates for such RWCI Restricted Voting
Shares by the Expiry Time, or time will not permit all required documents to
reach the Depositary by the Expiry Time, such RWCI Restricted Voting Shares may
nevertheless be deposited if all of the following conditions are met:

     (a)   the deposit is made by or through an Eligible Institution;

     (b)   a properly completed and duly executed Notice of Guaranteed Delivery
           in the form provided by the Offerors (indicating the number of RWCI
           Restricted Voting Shares being deposited), including a guarantee by
           an Eligible Institution in the form specified in the Notice of
           Guaranteed Delivery, is received by the Depositary at the applicable
           address set out in the Notice of Guaranteed Delivery by the Expiry
           Time; and

     (c)   the certificate(s) representing the Deposited Shares in proper form
           for transfer, together with a properly completed and duly executed
           Letter of Acceptance and Transmittal, or facsimile thereof, and any
           other documents required by the Letter of Acceptance and Transmittal
           are received by the Depositary at the applicable address set out in
           the Notice of Guaranteed Delivery before 5:00 p.m., Toronto time, on
           the third trading day on the TSX after the Expiry Date.

     The Notice of Guaranteed Delivery may be delivered by hand or transmitted
by facsimile or mail to the Depositary at the applicable addresses set out in
the Notice of Guaranteed Delivery and must include a guarantee by an Eligible
Institution in the form set forth in the Notice of Guaranteed Delivery. DELIVERY
OF THE APPLICABLE NOTICE OF GUARANTEED DELIVERY AND LETTER OF ACCEPTANCE AND
TRANSMITTAL AND ACCOMPANYING CERTIFICATE(S) REPRESENTING RWCI RESTRICTED VOTING
SHARES TO ANY OFFICE OTHER THAN SUCH OFFICES OF THE DEPOSITARY DOES NOT
CONSTITUTE DELIVERY FOR THE PURPOSES OF SATISFYING A GUARANTEED DELIVERY.
                                        11
<PAGE>

GENERAL

     Notwithstanding any other provision of the Offer, payment for RWCI
Restricted Voting Shares deposited pursuant to the Offer will be made only after
timely receipt by the Depositary of: (i) certificate(s) representing such RWCI
Restricted Voting Shares, (ii) a properly completed and duly executed Letter of
Acceptance and Transmittal, or a facsimile thereof, covering such RWCI
Restricted Voting Shares with the signatures guaranteed, if required, in
accordance with the instructions set out in the Letter of Acceptance and
Transmittal, and (iii) any other documents required by the Letter of Acceptance
and Transmittal.

     All questions as to the validity, form, eligibility (including timely
receipt) and acceptance of any RWCI Restricted Voting Shares deposited pursuant
to the Offer will be determined by the Offerors in their sole judgment.
Depositing Shareholders agree that such determinations shall be final and
binding. The Offerors reserve the absolute right to reject any and all deposits
which they determine not to be in proper form or which may be unlawful to accept
under the laws of any applicable jurisdiction. The Offerors reserve the absolute
right to waive any defects or irregularities in the deposit of any RWCI
Restricted Voting Shares. There shall be no duty or obligation on the Offerors,
the Dealer Manager, any member of the Soliciting Dealer Group, the Depositary or
any other Person to give notice of any defects or irregularities in any deposit
and no liability shall be incurred by any of them for failure to give any such
notice. The Offerors' interpretation of the terms and conditions of the Offer to
Purchase and Circular, the Letter of Acceptance and Transmittal and the Notice
of Guaranteed Delivery will be final and binding.

     SHAREHOLDERS ARE ADVISED THAT THE METHOD CHOSEN TO TRANSMIT ANY RWCI
RESTRICTED VOTING SHARES, THE RELATED LETTER OF ACCEPTANCE AND TRANSMITTAL AND
NOTICE OF GUARANTEED DELIVERY, IF APPLICABLE, AND OTHER DOCUMENTS IS AT THE RISK
OF EACH DEPOSITING SHAREHOLDER. FOR THE SHAREHOLDER'S PROTECTION, THE OFFERORS
RECOMMEND THAT DOCUMENTS BE DELIVERED BY HAND TO THE DEPOSITARY AND A RECEIPT BE
OBTAINED. OTHERWISE, THE USE OF REGISTERED MAIL WITH RETURN RECEIPT REQUESTED,
PROPERLY INSURED, IS RECOMMENDED.

     Shareholders whose RWCI Restricted Voting Shares are registered in the name
of a dealer, broker, trust company, bank or other nominee and who wish to accept
the Offer should contact that nominee for assistance in depositing such RWCI
Restricted Voting Shares and should do so promptly in order to be able to
deposit their RWCI Restricted Voting Shares prior to the Expiry Time.

     The acceptance of the Offer pursuant to the procedures set forth herein
will constitute a binding agreement between the depositing Shareholder and the
purchasing Offeror on and subject to the terms and conditions of the Offer.

POWER OF ATTORNEY

     The execution of a Letter of Acceptance and Transmittal irrevocably
appoints each officer of the Depositary and each officer of the purchasing
Offeror and any other Person designated by such Offeror in writing as the true
and lawful agents, attorneys and attorneys-in-fact and proxies of the holder of
the RWCI Restricted Voting Shares covered by such Letter of Acceptance and
Transmittal, with respect to RWCI Restricted Voting Shares registered in the
name of the holder on the share register of the Corporation and deposited
pursuant to the Offer and purchased by an Offeror (the "Purchased Securities").

     The power of attorney granted irrevocably under a Letter of Acceptance and
Transmittal shall be effective on and after the Effective Date with full power
of substitution and resubstitution in the name of and on behalf of such holder
of Purchased Securities (such power of attorney, coupled with an interest, being
irrevocable) to: (i) register or record the transfer of Purchased Securities on
the share registers of the Corporation and (ii) execute and deliver, as and when
requested by the purchasing Offeror, any instruments of proxy, authorization or
consent in form and on terms satisfactory to such Offeror in respect of such
Purchased Securities, revoke any such instrument, authorization or consent or
designate in such instrument, authorization or consent any Person or Persons as
the proxy of such holder in respect of the Purchased Securities for all
purposes; and (iii) exercise any rights of a holder of Purchased Securities with
respect to such Purchased Securities, all as set forth in the Letter of
Acceptance and Transmittal.

     A Shareholder who executes a Letter of Acceptance and Transmittal also
agrees, effective on and after the Effective Date, not to vote any of the
Purchased Securities at any meeting (whether annual, special or otherwise or any
adjournment thereof) of Shareholders and not to exercise any or all of the other
rights or privileges attached to the Purchased Securities and agrees to execute
and deliver to the purchasing Offeror any and all instruments of proxy,
authorizations or consents, in form and on terms satisfactory to such Offeror,
in respect of all or any of the Purchased Securities, and to designate in such
instruments of proxy the Person or Persons specified by the purchasing Offeror
as

                                        12
<PAGE>

the proxy or the proxy nominee or nominees of the holder in respect of the
Purchased Securities. Upon such appointment, all prior proxies given by the
holder of such Purchased Securities with respect thereto shall be revoked and no
subsequent proxies may be given by such Person with respect thereto.

FURTHER ASSURANCES

     A Shareholder accepting the Offer covenants under the terms of the Letter
of Acceptance and Transmittal to execute, upon request by the purchasing
Offeror, any additional documents, transfers and other assurances as may be
necessary or desirable to complete the sale, assignment and transfer of the
Purchased Securities to such Offeror and acknowledges that all authority therein
conferred or agreed to be conferred may be exercised during any subsequent legal
incapacity of such holder and shall, to the extent permitted by law, survive the
death or incapacity, bankruptcy or insolvency of the holder and all obligations
of the holder therein shall be binding upon the heirs, personal representatives,
successors and assigns of such holder.

DEPOSITING SHAREHOLDERS' REPRESENTATIONS AND WARRANTIES

     The acceptance of the Offer pursuant to the procedures set forth above
constitutes an agreement between a depositing Shareholder and the purchasing
Offeror in accordance with the terms and conditions of the Offer. This agreement
includes a representation and warranty by the depositing Shareholder that: (i)
the person signing the Letter of Acceptance and Transmittal has full power and
authority to deposit, sell, assign and transfer the Deposited Shares; (ii) the
person signing the Letter of Acceptance and Transmittal or the Person on whose
behalf the Deposited Shares are being deposited owns (including, without
limitation, within the meaning of Rule 14e-4 under the Exchange Act) the
Deposited Shares; (iii) the Deposited Shares have not been sold, assigned or
transferred, nor has any agreement been entered into to sell, assign or transfer
any of the Deposited Shares to any other Person; (iv) the deposit of the
Deposited Shares complies with applicable laws (including with Rule 14e-4 under
the Exchange Act); and (v) when the Deposited Shares are taken up and paid for
by the purchasing Offeror, such Offeror will acquire good title thereof, free
and clear of all liens, restrictions, charges, encumbrances, claims, adverse
interests and rights of others.

4.   CONDITIONS OF THE OFFER

     Notwithstanding any other provision of the Offer and subject to applicable
law, the Offerors shall have the right to withdraw the Offer and not take up and
pay for, or to extend the period of time during which the Offer is open for
acceptance and postpone taking up and paying for, any RWCI Restricted Voting
Shares deposited under the Offer if, at any time at or before the take up of
Deposited Shares, any of the following events shall have occurred (as determined
by the Offerors) which, in the Offerors' sole judgment in any such case, makes
it inadvisable to proceed with the Offer or with the take up of Deposited
Shares:

     (a)   an act, action, suit or proceeding shall have been threatened,
           commenced or taken by any Person before or by any domestic or foreign
           arbitrator, court, tribunal, governmental agency, regulatory
           authority, administrative agency, commission or stock exchange, in
           Canada, the United States or elsewhere, or (ii) a law, regulation,
           rule, policy, directive or order shall have been proposed, enacted,
           issued, promulgated, amended or applied, in the case of each of (i)
           or (ii):

        (i)   to cease trade, enjoin, prohibit, challenge or impose limitations
              or conditions on the purchase by an Offeror of the RWCI Restricted
              Voting Shares or the right of an Offeror to own or exercise full
              rights of ownership of the RWCI Restricted Voting Shares or the
              ability of the Offerors to complete a Compulsory Acquisition or a
              Subsequent Acquisition Transaction; or

        (ii)   which, if RWCI Restricted Voting Shares are taken-up and paid for
               under the Offer, could in the Offerors' sole judgment adversely
               affect the Corporation or an Offeror or any of their respective
               subsidiaries or the ability of the Offerors to complete a
               Compulsory Acquisition or a Subsequent Acquisition Transaction;

     (b)   there shall exist any prohibition at law against an Offeror making
           the Offer, taking up and paying for any Deposited Shares or
           completing a Compulsory Acquisition or Subsequent Acquisition
           Transaction;

     (c)   there shall have occurred (i) any general suspension of trading in,
           or limitation on prices for, securities on any securities exchange or
           in the over-the-counter market in Canada or the United States, or
           (ii) any event, action, state, condition or major financial
           occurrence of national or international consequence which

                                        13
<PAGE>

           materially adversely affects or may materially adversely affect
           financial markets in Canada or the United States generally;

     (d)   there shall have occurred any tax change (including any proposal to
           amend the Tax Act or any announcement, governmental or regulatory
           initiative, issue of an interpretation bulletin, condition, event or
           development involving a prospective change) that, in the sole
           judgment of the Offerors, has or may have an adverse effect on the
           Corporation, an Offeror or any of their respective subsidiaries, on
           any Compulsory Acquisition or Subsequent Acquisition Transaction or
           on a subsequent sale or disposition of assets of the Corporation or
           any of its subsidiaries;

     (e)   there shall have occurred any material adverse change or changes (or
           any development shall have occurred involving any prospective
           material adverse change or changes) in the business, assets, capital,
           liabilities, condition (financial or otherwise), operations, results
           of operations or prospects of the Corporation or its subsidiaries
           taken as a whole; and

     (f)   all necessary approvals and consents in respect of the Offer or the
           take up and payment for Deposited Shares from any government body,
           regulatory body or agency or any stock exchange on terms satisfactory
           to the Offerors have not been obtained or any waiting period with
           respect to such approvals and consents has not expired or been
           terminated.

     The foregoing conditions are for the exclusive benefit of the Offerors and
may be asserted by the Offerors in their sole discretion regardless of the
circumstances (including any action or inaction by an Offeror) giving rise to
any such conditions, or may be waived by the Offerors, in their sole discretion,
in whole or in part at any time and from time to time, prior to the Expiry Time,
without prejudice to any other rights which an Offeror may have. Each of the
foregoing conditions is independent of and in addition to each other of such
conditions and may be asserted irrespective of whether any other of such
conditions may be asserted in connection with any particular event, occurrence
or state of facts or otherwise. The failure by the Offerors at any time prior to
the Expiry Time to exercise any of the foregoing rights will not be deemed a
waiver of any such right and each such right will be deemed an ongoing right
which may be asserted by the Offerors at any time and from time to time prior to
the take up of Deposited Shares. Any determination by the Offerors concerning
any event or other matter described in the foregoing conditions will be final
and binding upon all parties.

     Any waiver of a condition or the withdrawal of the Offer shall be effective
on the date on which notice of such waiver or withdrawal is delivered or
otherwise communicated in writing to the Depositary at its principal office in
Toronto, Ontario, Canada. After giving any such notice, the Offerors will make a
public announcement of such waiver or withdrawal, cause the Depositary, if
required by law, as soon as practicable thereafter to notify Shareholders in the
manner set forth in Section 11 of the Offer to Purchase, "Notices and Delivery",
and provide or cause to be provided a copy of the aforementioned public
announcement to the TSX and the NYSE. If the Offer is withdrawn, the Offerors
shall not be obligated to take up or pay for any Deposited Shares, and the
Depositary will return all certificates representing Deposited Shares, Letter of
Acceptance and Transmittal and related documents to the parties by whom they
were deposited at the Offerors' expense. See Section 11 of the Offer to
Purchase, "Notices and Delivery".

5.   EXTENSION AND VARIATION OF THE OFFER

     The Offer is open for acceptance until the Expiry Time unless the Offer is
withdrawn by the Offerors.

     Subject as hereinafter described, the Offerors expressly reserve the right,
in their sole judgement, at any time and from time to time during the Offer
Period or at any other time if permitted by applicable law, to extend the Offer
Period or to vary the Offer by giving written notice, or other communication
confirmed in writing, of such extension or variation to the Depositary at its
principal office in Toronto, Ontario, Canada, and by causing the Depositary as
soon as practicable thereafter to communicate such notice to all holders of RWCI
Restricted Voting Shares that have not been taken up prior to the extension or
variation in the manner set forth in Section 11 of the Offer to Purchase,
"Notices and Delivery". The Offerors will, as soon as practicable after giving
notice of an extension or variation to the Depositary, make a public
announcement of the extension or variation, such announcement in the case of an
extension to be disseminated no later than 9:00 a.m., Toronto time, on the next
business day after the extension or variation, and will provide a copy of the
written notice to the TSX and the NYSE. Any notice of extension or variation
will be deemed to have been given and be effective at the time on the day on
which it is delivered or otherwise communicated to the Depositary at its
principal office in Toronto, Ontario, Canada. Notwithstanding the foregoing, but
subject to applicable

                                        14
<PAGE>

law, the Offer may not be extended by the Offerors if all of the terms and
conditions of the Offer, except those waived by the Offerors, have been
fulfilled or complied with, unless the Offerors first takes up all Deposited
Shares.

     Where the terms of the Offer are varied, the Offer Period for the Offer
will not expire before ten days after the notice of such variation has been
delivered to the applicable Shareholders unless otherwise permitted by
applicable law and subject to abridgement or elimination of that period pursuant
to such orders as may be granted by Canadian courts or applicable securities
regulatory authorities. Notwithstanding the foregoing, if the Offerors make a
material change in the terms of the Offer or the information concerning the
Offer, or if they waive a material condition of the Offer, the Offerors will
disseminate additional offer materials and extend the Offer to the extent
required by Rules 14d-4(d), 14d-6(c) and 14e-1 under the Exchange Act. Under the
Exchange Act, the minimum period during which an offer must remain open
following material changes in the terms of such offer, other than a change in
consideration offered, percentage of securities sought or inclusion of or
changes to a dealer's soliciting fee, will depend upon the facts and
circumstances, including the materiality, of the changes. Generally, in the
SEC's view, an offer should remain open for a minimum of five U.S. business days
from the date the material change is first published, sent or given to
securityholders and, if material changes are made with respect to information
that approaches the significance of consideration offered, percentage of
securities sought or a dealer's soliciting fee, a minimum of ten U.S. business
days is required to allow for adequate dissemination of information to
securityholders and investor response. Accordingly, if prior to the Expiry Time,
the Offerors decrease the number of RWCI Restricted Voting Shares being sought,
increase or decrease the consideration offered pursuant to the Offer or increase
or decrease a dealer's soliciting fee, and if the Offer is scheduled to expire
at any time earlier than the tenth U.S. business day from the date that notice
of such increase or decrease is first published, sent or given to Shareholders,
the Offer will be extended at least until the expiration of such tenth U.S.
business day. The requirement to extend the Offer will not apply to the extent
that the number of U.S. business days remaining between the occurrence of the
change and the then scheduled Expiry Time equals or exceeds the minimum
extension period that would be required because of such amendment.

     If at any time before the Expiry Time, or at any time after the Expiry Time
but before the expiry of all rights of withdrawal with respect to the Offer, a
change occurs in the information contained in the Offer to Purchase and
Circular, as amended from time to time, that would reasonably be expected to
affect the decision of a Shareholder to accept or reject the Offer (other than a
change that is not within the control of the Offerors or of their affiliates),
the Offerors will give written notice of such change to the Depositary at its
principal office in Toronto, Ontario, Canada, and will cause the Depositary to
provide as soon as practicable thereafter a copy of such notice in the manner
set forth in Section 11 of the Offer to Purchase, "Notices and Delivery" to all
Shareholders whose RWCI Restricted Voting Shares have not been taken up pursuant
to the Offer at the date of the change, if required by applicable law. The
Offerors will as soon as practicable after giving notice of a change in
information to the Depositary make a public announcement of the change in
information and provide a copy of the public announcement to the TSX and the
NYSE, subject to compliance with applicable law. Any notice of change in
information will be deemed to have been given and to be effective on the day on
which it is delivered or otherwise communicated to the Depositary at its
principal office in Toronto, Ontario, Canada.

     If, prior to the Expiry Time, the Offerors should increase the Offer
Consideration in their sole discretion, such increase will be applicable to all
Shareholders whose RWCI Restricted Voting Shares are accepted for payment
pursuant to the Offer, whether or not such RWCI Restricted Voting Shares were
deposited prior to the amendment or the increase in consideration.

     During any such extension or in the event of any such variation or change
in information, all RWCI Restricted Voting Shares deposited to the Offer and not
taken up or withdrawn will remain subject to the Offer and may be taken up by
the Offerors in accordance with the terms of the Offer, subject to Section 6 of
the Offer to Purchase, "Withdrawal of Deposited Shares". An extension of the
Offer Period, a variation of the Offer or a change to information contained in
the Offer to Purchase and Circular does not constitute a waiver by the Offerors
of their rights under Section 4 of the Offer to Purchase, "Conditions of the
Offer".

SUBSEQUENT OFFERING PERIOD

     Pursuant to Rule 14d-11 under the Exchange Act, the Offerors, subject to
the conditions listed below, may elect to make available a subsequent offering
period by extending the Offer on one occasion for a period of at least three
U.S.

                                        15
<PAGE>

business days and not to exceed 20 U.S. business days (the "Subsequent Offering
Period") following the Expiry Time. Pursuant to such rule, the Offerors may
include a Subsequent Offering Period with respect to the Offer so long as:

     -  the Offer was open for at least 20 U.S. business days and has expired;

     -  the Offer was for all outstanding RWCI Restricted Voting Shares that are
        the subject of the Offer;

     -  the Offerors immediately take up and promptly pay for all RWCI
        Restricted Voting Shares deposited during the Offer;

     -  the Offerors announce the results of the Offer, including the
        approximate number and percentage of RWCI Restricted Voting Shares
        deposited, no later than 9:00 a.m., Toronto time, on the next U.S.
        business day after the Expiry Time and immediately begin the Subsequent
        Offering Period;

     -  the Offerors immediately take up and promptly pay for RWCI Restricted
        Voting Shares as they are deposited during the Subsequent Offering
        Period with respect to the Offer; and

     -  the Offerors pay the same form and amount of consideration for all RWCI
        Restricted Voting Shares deposited during the Subsequent Offering Period
        with respect to the Offer.

     A Subsequent Offering Period, if one is included, does not constitute an
extension of the Offer for purposes of the Exchange Act, although it may
constitute an extension of the Offer under Canadian securities laws. For
purposes of the Exchange Act, a Subsequent Offering Period is an additional
period of time beginning on the day after the Expiry Time during which
Shareholders may deposit RWCI Restricted Voting Shares not deposited during the
Offer. For purposes of applicable Canadian securities laws, a Subsequent
Offering Period is an additional period of time by which the Offer is extended,
following the satisfaction or waiver of all conditions of the Offer and the
take-up of all RWCI Restricted Voting Shares then deposited under the Offer, and
during which period Shareholders may deposit RWCI Restricted Voting Shares not
deposited prior to the commencement of the Subsequent Offering Period with
respect to the Offer. The Offerors do not currently intend to include a
Subsequent Offering Period with respect to the Offer, although the Offerors
reserve the right to do so in their sole discretion. If the Offerors elect to
include a Subsequent Offering Period with respect to the Offer, for purposes of
applicable United States federal securities laws, the Offerors will include a
statement of their intention to do so in the press release announcing the
results of the Offer disseminated no later than 9:00 a.m., Toronto time, on the
next business day after the previously scheduled Expiry Time. For purposes of
applicable Canadian securities laws, the Offerors will provide a written notice
of extension of the Offer with respect to the implementation of the Subsequent
Offering Period, including the period during which the Offer will be open for
acceptance, to the Depositary and will cause the Depositary to provide as soon
as practicable thereafter a copy of such notice in the manner set forth in
Section 11 of the Offer to Purchase, "Notices and Delivery" to all holders of
RWCI Restricted Voting Shares that have not been taken up pursuant to the Offer
at the date of the extension. The same form and amount of consideration will be
paid to Shareholders depositing RWCI Restricted Voting Shares during the
Subsequent Offering Period, if one is included, as would have been paid prior to
the commencement of such period. To comply with applicable Canadian law, the
Offerors will permit withdrawal of RWCI Restricted Voting Shares deposited
during any Subsequent Offering Period, if there is one, at any time prior to
such RWCI Restricted Voting Shares being purchased by the Offerors under the
Offer. Subject to the following sentence, the Expiry Time with respect to a
subsequent Offer shall be 9:00 p.m., Toronto time, on the last day of the
Subsequent Offering Period, unless determined otherwise pursuant to the
provisions of this Section 5. The foregoing sentence will not limit the
requirement that the conditions to the Offer set forth in Section 4 of the Offer
to Purchase, "Conditions of the Offer", be satisfied or waived prior to the
initial Expiry Time, which will be before the commencement of the Subsequent
Offering Period. If the consideration being offered for the RWCI Restricted
Voting Shares under the Offer is increased, the increased consideration will be
paid to all depositing Shareholders whose RWCI Restricted Voting Shares are
taken up under the Offer without regard to when such RWCI Restricted Voting
Shares are taken up under the Offer by the Offerors.

     Under applicable Canadian securities laws, a Subsequent Offering Period
must be open for at least ten calendar days from the date of notice of extension
referred to above. As a result, to comply with the applicable laws of Canada and
the Exchange Act, if the Offerors elect to make a Subsequent Offering Period
available with respect to the Offer, the Subsequent Offering Period will be open
for at least ten calendar days from the date of notice of extension and will not
exceed 20 U.S. business days from the Expiry Time. The Offerors will promptly
take up and pay for all RWCI Restricted Voting Shares validly deposited during
the Subsequent Offering Period with respect to the Offer.

                                        16
<PAGE>

6.   WITHDRAWAL OF DEPOSITED SHARES

     Except as otherwise stated in this Section 6 and subject to applicable law,
all deposits of RWCI Restricted Voting Shares pursuant to the Offer are
irrevocable. Any Deposited Shares may be withdrawn by or on behalf of the
depositing Shareholder:

     (a)   at any time when the Deposited Shares have not been taken up by an
           Offeror;

     (b)   at any time before the expiration of ten days from the date of a
           notice of change or variation to the Offer; provided, however, that
           this right of withdrawal will not apply (i) where the RWCI Restricted
           Voting Shares have been taken up by the purchasing Offeror at the
           date of such notice or (ii) where a variation of the terms of the
           Offer consists solely of an increase in the consideration offered for
           the RWCI Restricted Voting Shares and the period during which RWCI
           Restricted Voting Shares may be deposited pursuant to the Offer is
           not extended for more than ten days;

     (c)   if the RWCI Restricted Voting Shares have not been paid for by the
           purchasing Offeror, within three business days after having been
           taken up; and

     (d)   as required by the Exchange Act, at any time after January 23, 2004,
           provided that the RWCI Restricted Voting Shares have not been
           accepted for payment by the purchasing Offeror prior to the receipt
           by the Depositary of the notice of withdrawal in respect of such RWCI
           Restricted Voting Shares.

     Withdrawals of Deposited Shares must be effected by notice of withdrawal
made by or on behalf of the depositing Shareholder, by whom or on whose behalf
such RWCI Restricted Voting Shares were deposited, and such notice must be
actually received by the Depositary at the place of deposit of the applicable
RWCI Restricted Voting Shares within the time limits indicated above. A notice
of withdrawal must: (i) be made by a method, including facsimile transmission,
that provides the Depositary with a written or printed copy; (ii) be signed by
the person who signed the Letter of Acceptance and Transmittal accompanying, or
the Notice of Guaranteed Delivery in respect of, the Deposited Shares which are
to be withdrawn; and (iii) specify such person's name, the number of RWCI
Restricted Voting Shares to be withdrawn, the name of the registered holder and
the certificate number shown on each certificate representing the RWCI
Restricted Voting Shares to be withdrawn. The withdrawal will take effect upon
receipt by the Depositary of the properly completed notice of withdrawal. For
the purpose of obtaining physical possession of the deposited share certificates
so withdrawn, the signature on the notice of withdrawal must be guaranteed by an
Eligible Institution in the same manner as in a Letter of Acceptance and
Transmittal (as described in the instructions set out in such letter), except in
the case of RWCI Restricted Voting Shares deposited for the account of an
Eligible Institution.

     Withdrawals may not be rescinded and any RWCI Restricted Voting Shares
withdrawn will thereafter be deemed to be not validly deposited under the Offer.
However, withdrawn RWCI Restricted Voting Shares may be redeposited no later
than the Expiry Time by again following one of the procedures described in
Section 3 of the Offer to Purchase, "Manner of Acceptance". Once an Offeror
takes up the Deposited Shares, Shareholders will no longer be able to withdraw
them, except in accordance with applicable law.

     The ability of a purchasing Offeror to delay the payment for RWCI
Restricted Voting Shares that such Offeror has taken up is limited by Rule
14e-1(c) under the Exchange Act, which requires that a bidder pay the
consideration offered or return the securities deposited by or on behalf of
securityholders promptly after the termination or withdrawal of such bidder's
offer, unless such bidder elects to offer a subsequent offering period and pays
for the securities deposited during the subsequent offering period in accordance
with Rule 14d-11 under the Exchange Act. The Depositary, on behalf of the
Offerors, is bound by Rule 14e-1(c) under the Exchange Act in retaining
Deposited Shares under these circumstances.

     In addition to the foregoing rights of withdrawal, Shareholders in certain
provinces of Canada are entitled to statutory rights of rescission or to
damages, or both, in certain circumstances. See "STATUTORY RIGHTS" in the
Circular.

     All questions as to the validity (including timely receipt) and form of
notices of withdrawal will be determined by the Offerors in their sole
discretion, and such determination will be final and binding. None of the
Offerors, the Corporation, the Depositary, the Dealer Manager, a member of the
Soliciting Dealer Group, the Information Agent or any other Person will be under
any duty to give notice of any defect or irregularity in any notice of
withdrawal or shall incur any liability for failure to give such notice.

                                        17
<PAGE>

7.   TAKE UP OF AND PAYMENT FOR DEPOSITED SHARES

     Upon the terms and subject to the conditions of the Offer (including, if
the Offer is extended or amended, the terms and conditions of any such extension
or amendment), the Offerors will take up RWCI Restricted Voting Shares deposited
and not withdrawn in accordance with Section 6 of the Offer to Purchase,
"Withdrawal of Deposited Shares", promptly following the Expiry Time, but in any
event not later than 10 days from the Expiry Time, and, after such take up, will
promptly pay for the RWCI Restricted Voting Shares taken up pursuant to
applicable law, but in any event not more than the lesser of three business days
after the taking up of the Deposited Shares and 10 days after the Expiry Time,
whichever is the shorter period.

     For purposes of the Offer, each Offeror will be deemed to have taken up and
accepted for payment Deposited Shares as, if and when such Offeror gives written
notice or other communication confirmed in writing to the Depositary to that
effect at its principal office in Toronto, Ontario, Canada.

     Subject to applicable law, including Rule 14e-1(c) under the Exchange Act,
which requires that the Offerors pay the consideration offered or return the
RWCI Restricted Voting Shares deposited by or on behalf of Shareholders promptly
after the termination of the Offer or withdrawal of the RWCI Restricted Voting
Shares, the Offerors expressly reserve the right, in their sole discretion, to
delay or otherwise refrain from taking up and paying for any RWCI Restricted
Voting Shares or to terminate the Offer and not take up or pay for any RWCI
Restricted Voting Shares if any condition specified in Section 4 of the Offer to
Purchase, "Conditions of the Offer", is not satisfied or waived by the Offerors,
by giving written notice thereof, or other communication confirmed in writing,
to the Depositary at its principal office in Toronto, Ontario, Canada. Subject
to compliance with Rule 14e-1(c) under the Exchange Act, the Offerors also
expressly reserve the right, in their sole discretion and notwithstanding any
other condition of the Offer, to delay taking up and paying for any RWCI
Restricted Voting Shares deposited under the Offer in order to comply, in whole
or in part, with any applicable governmental regulatory approvals or consents.
See Section 4 of the Offer to Purchase, "Conditions of the Offer". If, for any
reason whatsoever, the take-up of any RWCI Restricted Voting Shares deposited
pursuant to the Offer is delayed, or the Offerors are unable to take up RWCI
Restricted Voting Shares deposited pursuant to the Offer, then, without
prejudice to the Offerors' other rights under the Offer, the Depositary may,
nevertheless, on behalf of the Offerors, retain the deposited RWCI Restricted
Voting Shares, except to the extent that the depositing Shareholders exercise
withdrawal rights as described in Section 6 of the Offer to Purchase,
"Withdrawal of Deposited Shares". The Offerors will not, however, take up and
pay for any RWCI Restricted Voting Shares deposited under the Offer unless they
simultaneously take up and pay for all RWCI Restricted Voting Shares then
validly deposited under the Offer and not withdrawn.

     The Offerors will pay for Deposited Shares not withdrawn by providing the
Depositary with sufficient certificates for RCI Non-Voting Shares for
transmittal to depositing Shareholders and sufficient funds for amounts to be
paid to depositing Shareholders in lieu of fractional RCI Non-Voting Shares. The
Depositary will act as the agent of Persons who have deposited RWCI Restricted
Voting Shares in acceptance of the Offer for the purposes of receiving payment
from the Offerors and transmitting payment to such Persons, and receipt of
payment by the Depositary shall be deemed to constitute receipt thereof by
Persons depositing RWCI Restricted Voting Shares. UNDER NO CIRCUMSTANCES WILL
INTEREST ACCRUE OR BE PAID BY THE OFFERORS OR THE DEPOSITARY TO PERSONS
DEPOSITING RWCI RESTRICTED VOTING SHARES ON THE PURCHASE PRICE OF RWCI
RESTRICTED VOTING SHARES PURCHASED BY THE OFFERORS, REGARDLESS OF ANY DELAY IN
MAKING SUCH PAYMENT. No fractional RCI Non-Voting Shares shall be issued
pursuant to the Offer. In lieu of a fractional RCI Non-Voting Share, a
Shareholder accepting the Offer will receive a cash payment determined based on
a price of $28.70 per RCI Non-Voting Share.

     Settlement with each Shareholder who has validly deposited RWCI Restricted
Voting Shares and not withdrawn RWCI Restricted Voting Shares under the Offer
will be made by the Depositary forwarding the applicable certificates
representing RCI Non-Voting Shares and, if applicable, a cheque payable in
Canadian funds in lieu of fractional RCI Non-Voting Shares to each such
Shareholder. Unless otherwise directed in the Letter of Acceptance and
Transmittal, RCI Share Certificates and, if applicable, the cheque will be
issued in the name of the registered holder of the Deposited Shares. Unless the
Person depositing RWCI Restricted Voting Shares instructs the Depositary to hold
the RCI Share Certificates and, if applicable, the cheque for pick-up by
checking the appropriate box in the Letter of Acceptance and Transmittal, RCI
Share Certificates and, if applicable, the cheque will be forwarded by first
class mail to such Person at the address specified in the Letter of Acceptance
and Transmittal. RCI Share Certificates and, if applicable, cheques mailed in
accordance with this paragraph will be deemed to have been delivered at the time
of mailing.

                                        18
<PAGE>

8.   RETURN OF DEPOSITED SHARES

     If, for any reason, the Offerors have concluded that any Deposited Shares
will not be taken up and paid for pursuant to the terms and conditions of the
Offer or if certificates are submitted for more RWCI Restricted Voting Shares
than are deposited, certificates for RWCI Restricted Voting Shares that are not
purchased will be returned. Unless otherwise directed in the Letter of
Acceptance and Transmittal, certificates representing unpurchased RWCI
Restricted Voting Shares will be forwarded to the address of the registered
owner as shown on the share register maintained by or on behalf of the
Corporation.

9.   MAIL SERVICE INTERRUPTION

     Notwithstanding the provisions of the Offer to Purchase and Circular, the
Letter of Acceptance and Transmittal or the Notice of Guaranteed Delivery,
cheques, share certificates and any other relevant documents will not be mailed
to Shareholders if the Offerors determine that delivery thereof by mail may be
delayed. Persons entitled to cheques, share certificates and any other relevant
documents which are not mailed for the foregoing reason may take delivery
thereof at the office of the Depositary to which the deposited certificates
representing RWCI Restricted Voting Shares were delivered until such time as the
Offerors have determined that delivery by mail will no longer be delayed. The
Offerors will provide notice of any determination not to mail under this Section
9 as soon as reasonably practicable after the making of such determination and
in accordance with Section 11 of the Offer to Purchase, "Notices and Delivery".
Notwithstanding Section 7 of the Offer to Purchase, "Take Up of and Payment for
Deposited Shares", cheques, share certificates or other relevant documents not
mailed for the foregoing reason will be conclusively deemed to have been mailed
on the first day upon which they are available for delivery to the depositing
Shareholder at the appropriate office of the Depositary.

10. CHANGES IN CAPITALIZATION

     If, on or after the date of the Offer, the Corporation should divide,
combine, reclassify, consolidate, convert or otherwise change any of the RWCI
Restricted Voting Shares or its capitalization, or should disclose that it has
taken or intends to take any such action, then the Offerors may, in their sole
discretion and without prejudice to its rights under Section 4 of the Offer to
Purchase, "Conditions of the Offer", make such adjustments as it deems
appropriate to reflect such division, combination, reclassification,
consolidation, conversion or other change in the purchase price or other terms
of the Offer (including, without limitation, the type of securities offered to
be purchased and the consideration payable therefor).

11. NOTICES AND DELIVERY

     Except as otherwise provided in the Offer, any notice to be given by the
Offerors or the Depositary pursuant to the Offer will be deemed to have been
properly given if it is in writing and is mailed by first class mail to
Shareholders at their respective addresses as shown on the share register
maintained by or on behalf of the Corporation in respect of the RWCI Restricted
Voting Shares and will be deemed to have been received on the first business day
following the date of mailing. For this purpose, "business day" means any day
other than a Saturday, Sunday or statutory holiday in the jurisdiction to which
the notice is mailed. These provisions apply notwithstanding any accidental
omission to give notice to any one or more Shareholders and notwithstanding any
interruption of, or delay in, mail services in Canada or in the United States
following mailing. In the event of any interruption of or delay in mail service
in Canada or the United States following mailing, the Offerors intend to make
reasonable efforts to disseminate notice by other means, such as publication.
Except as otherwise required or permitted by law, in the event of any
interruption of or delay in mail services following mailing, or if post offices
in Canada are not open for the deposit of mail, any notice which the Offerors or
the Depositary may give or cause to be given under the Offer will be deemed to
have been properly given and to have been received by Shareholders if a summary
of the material facts thereof (i) is given to the TSX and the NYSE for
dissemination through their respective facilities, (ii) is published once in the
National Edition of The Globe and Mail or The National Post, and in La Presse,
or (iii) is given to the Dow Jones News Wire Service.

     The Offer to Purchase and Circular (together with the Letter of Acceptance
and Transmittal and Notice of Guaranteed Delivery) will be mailed to
Shareholders or made in such other manner as is permitted by applicable
regulatory authorities and the Offerors will use their reasonable efforts to
furnish such documents to brokers, banks and similar Persons whose names, or the
names of whose nominees, appear on the Shareholder lists or, if applicable, who
are listed as participants in a clearing agency's security position listing, for
subsequent transmission to beneficial owners of RWCI Restricted Voting Shares
when such list or listing is received.

                                        19
<PAGE>

     WHENEVER THE OFFER CALLS FOR DOCUMENTS TO BE DELIVERED TO THE DEPOSITARY,
SUCH DOCUMENTS WILL NOT BE CONSIDERED DELIVERED UNLESS AND UNTIL THEY HAVE BEEN
PHYSICALLY RECEIVED AT ONE OF THE ADDRESSES LISTED FOR THE DEPOSITARY IN THE
LETTER OF ACCEPTANCE AND TRANSMITTAL OR NOTICE OF GUARANTEED DELIVERY, AS
APPLICABLE. WHENEVER THE OFFER CALLS FOR DOCUMENTS TO BE DELIVERED TO A
PARTICULAR OFFICE OF THE DEPOSITARY, SUCH DOCUMENTS WILL NOT BE CONSIDERED
DELIVERED UNLESS AND UNTIL THEY HAVE BEEN PHYSICALLY RECEIVED AT THAT PARTICULAR
OFFICE AT THE ADDRESS LISTED IN THE LETTER OF ACCEPTANCE AND TRANSMITTAL OR
NOTICE OF GUARANTEED DELIVERY, AS APPLICABLE.

12. OTHER TERMS OF THE OFFER

     Each Offeror reserves the right to transfer or assign from time to time, in
whole or in part, to one or more of its affiliates, the right to purchase all or
any portion of the Deposited Shares, but any such transfer or assignment will
not relieve such Offeror of its obligations under the Offer and will in no way
prejudice the rights of Shareholders depositing RWCI Restricted Voting Shares to
receive prompt payment for RWCI Restricted Voting Shares validly deposited and
taken up pursuant to the Offer.

     The Offer and all contracts resulting from acceptance hereof shall be
governed by and construed in accordance with the laws of the Province of Ontario
and the laws of Canada applicable therein. Each party to the agreement resulting
from the acceptance of the Offer unconditionally and irrevocably attorns to the
exclusive jurisdiction of the courts of the Province of Ontario, Canada.

     No broker, dealer or other person has been authorized to give any
information or make any representation on behalf of the Offerors not contained
herein, in the accompanying Circular or in the Letter of Acceptance and
Transmittal or Notice of Guaranteed Delivery, and, if given or made, such
information or representation must not be relied upon as having been authorized.

     The Offerors, in their sole discretion, shall be entitled to make a final
and binding determination of all questions relating to the interpretation of the
Offer to Purchase and Circular, the Letter of Acceptance and Transmittal and any
Notice of Guaranteed Delivery, and the validity of any acceptance of the Offer
and the validity of any withdrawal of RWCI Restricted Voting Shares.

     The provisions of the Circular, the Letter of Acceptance and Transmittal
and the Notice of Guaranteed Delivery accompanying the Offer to Purchase,
including the instructions contained therein, form part of the terms and
conditions of the Offer.

     The Offer to Purchase and Circular together constitute the take-over bid
circular required under Canadian provincial securities legislation with respect
to the Offer. The Offer to Purchase and Circular will also constitute a part of
the Offerors' Schedule TO and Schedule 13e-3 and Registration Statement on Form
F-10 to be filed with the SEC on November 26, 2004 and comprise the prospectus
set forth in the Registration Statement on Form F-10. Shareholders are urged to
refer to the accompanying Circular and, with respect to U.S. Shareholders, the
Offerors' Schedule TO and Schedule 13e-3 and Registration Statement on Form
F-10, for additional information relating to the Offer, RCI, RCI Subco and the
Corporation.

     RCI will file with the SEC on November 26, 2004 a Tender Offer Statement on
Schedule TO pursuant to Rule 14d-3 of the Exchange Act, together with exhibits
furnishing additional information with respect to the Offer, and may file
amendments thereto. In addition, the Corporation will file with the SEC on
November 26, 2004 a Tender Offer Solicitation/Recommendation Statement on
Schedule 14D-9, together with exhibits, pursuant to Rule 14d-9 under the
Exchange Act, setting forth the position of the Board of Directors with respect
to the Offer and the reasons for such position, and may file amendments thereto.
A copy of these documents, and any amendments thereto, may be examined at, and
copies may be obtained from, the SEC (but not the regional offices of the SEC)
in the manner set forth under Section 2 of the Circular. These documents also
can be obtained from the Information Agent, the Depositary or the Dealer Manager
by calling the telephone numbers set forth on the back page of this Offer to
Purchase and Circular.

                                        20
<PAGE>

Dated: November 24, 2004

                                         ROGERS COMMUNICATIONS INC.

                                         (Signed) EDWARD S. ROGERS, O.C.
                                         President and
                                         Chief Executive Officer







                                         RWCI ACQUISITION INC.

                                         (Signed) EDWARD S. ROGERS, O.C.
                                         President and
                                         Chief Executive Officer

                                        21
<PAGE>

                                    CIRCULAR

     This Circular is furnished in connection with the accompanying Offer to
Purchase dated November 24, 2004 by the Offerors to purchase all of the issued
and outstanding RWCI Restricted Voting Shares not owned by them and their
affiliates. The terms and provisions of the Offer to Purchase, the Letter of
Acceptance and Transmittal and any Notice of Guaranteed Delivery are
incorporated into and form part of this Circular. Shareholders should refer to
the Offer to Purchase for details of the terms and conditions of the Offer,
including details as to payment and withdrawal rights.

                                      RCI

     RCI is a diversified Canadian communications and media company engaged in
cable television, high-speed Internet access and video retailing through its
wholly-owned subsidiary Rogers Cable Inc.; in wireless voice, data and messaging
services through its subsidiary Rogers Wireless Communications Inc.; in radio
and television broadcasting, televised shopping, consumer magazines, and trade
and professional publications through its wholly-owned subsidiary Rogers Media
Inc.; and in sports entertainment through its wholly-owned subsidiary the
Toronto Blue Jays Baseball Club. RCI also holds other interests including a
pay-per-view movie service and investments in several specialty television
channels. In addition, RCI holds interests in other companies for investment
purposes.

PRINCIPAL SUBSIDIARIES

     The following summary organization chart illustrates, as of November 22,
2004, the structure and equity ownership of the principal subsidiaries of RCI,
and indicates the jurisdiction of incorporation of each entity shown.

                              (ORGANIZATION CHART)
- ---------------

(1) Undiluted. Comprises a 97.8% voting interest. On a fully diluted basis,
    RCI's equity and voting interests in the Corporation were 87.4% and 97.4%,
    respectively, at November 22, 2004, of which 33.3% and 6.8% were held by RCI
    Subco.

(2) RCI owns 100% of the Toronto Blue Jays Baseball Club as at September 30,
    2004.

(3) Rogers Wireless Inc. completed its acquisition of Microcell
    Telecommunications Inc. on November 12, 2004.

(4) Rogers Wireless Alberta Inc. holds certain spectrum licenses.

(5) Microcell Telecommunications Inc. is a holding company and does not directly
    carry on any operations. Microcell Solutions Inc., the continuing
    corporation formed from the amalgamation of Inukshuk Internet Inc. and
    Microcell Solutions Inc., carries on the operations of Microcell.

ROGERS WIRELESS COMMUNICATIONS INC.

     For further information in respect of the Corporation, see "THE
CORPORATION" in this Circular and Schedule "B" hereto.

                                        22
<PAGE>

ROGERS CABLE INC.

     Rogers Cable Inc. is Canada's largest cable television company, serving
approximately 2.25 million basic cable subscribers at September 30, 2004,
representing approximately 29% of basic cable subscribers in Canada. At
September 30, 2004, Rogers Cable Inc. provided digital cable services to 627,000
households and Internet service to approximately 879,500 subscribers.

     Rogers Cable Inc. has highly-clustered and technologically advanced
broadband networks in Ontario, New Brunswick and Newfoundland and Labrador.
Rogers Cable Inc.'s Ontario cable systems, which comprise approximately 90% of
its approximately 2.25 million basic cable subscribers, are concentrated in and
around three principal clusters: (i) the Greater Toronto Area, Canada's largest
metropolitan centre; (ii) Ottawa, the capital city of Canada; and (iii) the
Guelph to London corridor in southern Ontario. Rogers Cable Inc.'s New Brunswick
and Newfoundland and Labrador cable systems in Atlantic Canada comprise the
balance of Rogers Cable Inc.'s subscribers.

     Through its technologically advanced broadband networks, Rogers Cable Inc.
offers a diverse range of services, including analog and digital cable
television services and residential and commercial Internet services. Rogers
Cable Inc. also offers DVD, videocassette and video game sales and rentals
through Rogers Video, Canada's second largest chain of video stores. There were
288 Rogers Video stores at September 30, 2004, many of which provide customers
with the additional ability to purchase cable and wireless products and
services, to pay their cable television, Internet or Rogers Wireless Inc. bills
and to pick up or return Rogers digital cable and Internet equipment.

     Rogers Cable Inc.'s cable systems in Ontario and New Brunswick, with few
exceptions, are interconnected to regional head-ends by inter-city fibre-optic
rings. The fibre interconnections allow its multiple Ontario and New Brunswick
cable systems to function as a single cable network. Rogers Cable Inc.'s
remaining subscribers in Newfoundland and Labrador and New Brunswick are served
by local head-ends. Rogers Cable Inc.'s two regional head-ends in Toronto,
Ontario and Moncton, New Brunswick provide the source for most television
signals used in the cable systems. At September 30, 2004, 99% of the homes
passed in Rogers Cable Inc.'s service areas had digital cable available and 96%
of its homes passed were two-way addressable. At September 30, 2004, more than
93% of Rogers Cable Inc.'s cable network has been upgraded to transmit 750 MHz
of bandwidth and approximately 85% of its cable network has been upgraded to
transmit 860 MHz of bandwidth. 96% of Rogers Cable Inc.'s cable network is
capable of transmitting 550 MHz of bandwidth or greater. 99% of Rogers Cable
Inc.'s network is digital cable available.

     Rogers Cable Inc.'s analog cable service consists of basic and tiered
analog cable television service, typically comprising 31 channels of basic
programming services and a choice of three additional tiers comprised of up to
30 additional channels. Rogers Cable Inc.'s digital cable service allows
subscribers to augment their analog services with a wide selection of digital
programming services, selecting from digital programming services individually,
in pre-set theme packages or in customer selected packages. In addition, digital
cable service generally provides subscribers with a platform to select Rogers
Cable Inc.'s advanced cable services, such as time-shifting, PVR, HDTV, VOD and
SVOD. Rogers Cable Inc.'s VOD service was launched in August 2002 and now covers
approximately 2.9 million homes in Ontario. Rogers Cable Inc. currently has a
library of over 2,000 titles. Rogers Cable Inc.'s digital cable service also
provides additional features, including a detailed interactive programming
guide, interactive PPV, VOD and SVOD ordering, parental control features and 40
channels of digital CD quality music. At September 30, 2004, Rogers Cable Inc.
had 729,300 digital terminals in 627,000 households, representing a penetration
rate of 27.9% of its basic cable households.

     Rogers Cable Inc. is marketing multi-product bundles to existing and new
customers, enabling it to reduce individual product churn, increase the average
revenue received from its customers by selling multiple products to them, lower
the cost of customer acquisition and create a single point of customer service
contact. These multi-product bundles, known as "Rogers Better Choice Bundles",
provide Rogers Cable Inc.'s subscribers with a percentage discount over a two
year committed term. The Rogers Better Choice Bundles currently include cable,
Internet, Rogers Wireless Inc. and wireline long distance products and service
options.

ROGERS MEDIA INC.

     Rogers Media Inc. holds Rogers' radio and television broadcasting
operations, its consumer and trade publishing operations, and its televised home
shopping service. Within Rogers Media Inc., the Broadcasting group includes 43
radio stations across Canada (33 FM and 10 AM radio stations), two multicultural
television stations in Ontario (OMNI.1 and OMNI.2), an 80% interest in Rogers
Sportsnet, a sports specialty service licenced to provide regional
                                        23
<PAGE>

sports programming across Canada and Canada's only nationally televised shopping
service, The Shopping Channel. The Broadcasting group holds minority interests
in several Canadian specialty television services, including Viewers Choice
Canada, Outdoor Life Network (OLN), Tech TV Canada, The Biography Channel
Canada, and certain other minority interest investments. In addition, effective
January 2, 2004, Broadcasting entered into a partnership with CTV Specialty
Television Inc. in which 50% of CTV's mobile production and distribution
business was acquired for $21.3 million, including working capital adjustments
and net of cash acquired. The Publishing group publishes approximately 70
consumer, trade, and professional publications. In addition to its traditional
broadcast and print media platforms, Rogers Media Inc. also delivers content
over the Internet relating to many of the individual broadcasting and publishing
properties, and has a Web-commerce distribution channel associated with The
Shopping Channel.

PRINCIPAL OFFICES

     RCI's head and registered office is at 333 Bloor Street East, 10th Floor,
Toronto, Ontario, M4W 1G9. The telephone number of RCI's principal business
office is 416-935-7777. Further information in respect of RCI is set forth in
Schedule "A" hereto and see Schedule "C" hereto for information in respect of
its directors and officers.

STATEMENT OF PROCEEDINGS

     RCI has not during the past five years been convicted in a criminal
proceeding, nor has it been a party to any judicial or administrative proceeding
that resulted in a judgment, decree or final order enjoining RCI from future
violations of, or prohibiting the activities subject to, federal or state
securities laws, or a finding of any violation of federal or state securities
laws.

SUMMARY FINANCIAL INFORMATION OF RCI

     All information contained in the following tables should be read in
conjunction with RCI's consolidated financial statements, unaudited interim
consolidated financial statements, the notes related to those financial
statements and "Management's Discussion and Analysis of Financial Condition and
Results of Operations" for the applicable period, which financial statement,
notes and discussion are incorporated by reference in this Circular. The
following tables do not give pro forma effect to a number of significant and
important transactions of RCI and its subsidiaries, including the Corporation,
that have occurred since September 30, 2004. See "Schedule "E" -- Unaudited Pro
Forma Consolidated Financial Statements of RCI" for information regarding these
transactions and the impact thereof on RCI's financial statements.

                                        24
<PAGE>

<Table>
<Caption>
                                                       YEAR ENDED              FOR THE NINE MONTHS
                                                      DECEMBER 31             AND AS AT SEPTEMBER 30
                                                ------------------------    --------------------------
                                                   2003          2002           2004           2003
                                                ----------    ----------    ------------    ----------
                                                   (thousands of dollars, except per share amounts)
<S>                                             <C>           <C>           <C>             <C>
AMOUNTS UNDER CANADIAN GAAP (1)
STATEMENT OF INCOME DATA:
Revenue (2)
  Cable (2)...................................  $1,788,122    $1,614,554     $1,437,291     $1,313,030
  Wireless (2)................................  $2,207,794    $1,891,514     $1,969,896     $1,618,195
  Media.......................................     854,992       810,805        653,379        611,123
  Blue Jays...................................          --            --         42,062
  Corporate items and eliminations............     (59,052)      (50,088)       (60,696)       (42,132)
                                                ----------    ----------     ----------     ----------
Total revenue.................................  $4,791,856    $4,266,785     $4,041,932     $3,500,216
                                                ==========    ==========     ==========     ==========
Operating expenses
  Cost of sales (2)...........................  $  642,243    $  545,684     $  566,193     $  438,746
  Sales and marketing expenses (2)............     742,781       697,579        591,717        522,375
  Operating, general and administrative
     expense (2)..............................   1,957,936     1,881,908      1,600,401      1,459,509
  Other expense (recovery)....................          --        (6,481)            --             --
  Depreciation and amortization...............   1,040,263       981,458        752,475        766,413
                                                ----------    ----------     ----------     ----------
Total operating expenses......................  $4,383,223    $4,100,148     $3,510,786     $3,187,043
                                                ==========    ==========     ==========     ==========
Operating income
  Cable.......................................  $  181,424    $   73,405     $  169,257     $  123,303
  Wireless....................................     208,973        82,885        378,965        187,226
  Media.......................................      70,413        54,344         25,994         37,260
  Blue Jays...................................          --            --        (10,656)            --
  Corporate...................................     (52,177)      (43,997)       (32,414)       (34,616)
                                                ----------    ----------     ----------     ----------
Total operating income........................  $  408,633    $  166,637     $  531,146     $  313,173
                                                ==========    ==========     ==========     ==========
Net income (loss).............................  $  129,193    $  312,032     $    2,289     $   60,354
                                                ==========    ==========     ==========     ==========
Ratio of earnings available to cover fixed
  charges (3).................................        1.20          1.44           1.03           1.18
Earnings (loss) per share:
  -- basic....................................  $     0.35    $     1.05     $    (0.16)    $     0.11
  -- diluted..................................        0.34          0.83          (0.16)          0.10
Book value per share..........................        7.82          6.57           8.41           7.67
</Table>

<Table>
<Caption>
                                                 AS AT           AS AT            AS AT            AS AT
                                              DECEMBER 31,    DECEMBER 31,    SEPTEMBER 30,    SEPTEMBER 30,
                                                  2003            2002            2004             2003
                                              ------------    ------------    -------------    -------------
                                                                  (thousands of dollars)
<S>                                           <C>             <C>             <C>              <C>
BALANCE SHEET:
Assets
  Current assets............................   $  729,823      $  711,290      $1,047,809       $  735,074
Total assets................................   $8,465,495      $8,706,733      $8,779,097       $8,481,103
                                               ==========      ==========      ==========       ==========
Liabilities and Shareholders' Equity
  Current liabilities.......................   $1,140,922      $1,201,156      $1,457,167       $1,172,712
  Long-term debt (excluding current portion)
     (4)....................................    4,958,734       5,857,721       4,472,974        5,131,523
  Other long-term liabilities...............      405,117         111,285         560,606          269,569
  Non-controlling interest..................      193,342         132,536         282,112          192,747
  Shareholders' Equity......................    1,767,380       1,404,035       2,006,238        1,714,462
                                               ----------      ----------      ----------       ----------
Total Liabilities and Shareholders'
  Equity....................................   $8,465,495      $8,706,733      $8,779,097       $8,481,103
                                               ==========      ==========      ==========       ==========
</Table>

- ---------------

(1)  In certain respects, Canadian GAAP differs from U.S. GAAP. Accordingly,
     certain line items with respect to Statement of Income Data and Balance
     Sheet Data differ as a result of the application of U.S. GAAP. For a
     discussion of the principal differences between Canadian GAAP

                                        25
<PAGE>

     and U.S. GAAP, see Note 22 to the audited consolidated financial statements
     incorporated by reference in this Circular and Note 15 to the unaudited
     interim consolidated financial statements incorporated by reference in this
     Circular.

(2)  As a result of retrospectively adopting new Canadian accounting standards
     on January 1, 2004, including Emerging Issues Committee Abstract 142,
     "Revenue Arrangements with Multiple Deliverables" and Canadian Institute of
     Chartered Accountants Handbook Section 1100, "Generally Accepted Accounting
     Principles", regarding the timing of revenue recognition and the
     classification of certain items as revenue or expense, RCI made the
     following changes to its classification of certain revenue and expense
     items.

     -  Wireless activation fees are now classified as equipment revenue.
        Previously, these amounts were classified as network revenue.

     -  Recoveries from new and existing subscribers from the sale of equipment
        are now classified as equipment revenue. Previously, these amounts were
        recorded as a reduction to sales expense in the case of a new cable or
        wireless subscriber, or a reduction to operating, general and
        administrative expense in the case of an existing wireless subscriber.

     -  Equipment subsidies provided to new and existing wireless subscribers
        are now classified as a reduction to equipment revenue. Previously,
        these amounts were recorded as sales expense in the case of a new
        subscriber or as an operating, general and administrative expense in the
        case of an existing subscriber. Costs for equipment provided under
        retention programs to existing wireless subscribers are now recorded as
        cost of equipment sales. Previously these amounts were recorded as
        operating, general and administrative expense.

     -  Certain other recoveries from subscribers related to collections
        activities are now recorded as network revenue rather than as a recovery
        of operating, general and administrative expenses.

     As a result of the adoption of these new accounting standards, the
     following changes to the classification of revenue and expenses have been
     made.

<Table>
<Caption>
                                                                        YEAR ENDED          NINE MONTHS ENDED
                                                                       DECEMBER 31            SEPTEMBER 30,
                                                                   --------------------    --------------------
                                                                     2003        2002        2004        2003
                                                                   --------    --------    --------    --------
                                                                             (in millions of dollars)
     <S>                                                           <C>         <C>         <C>         <C>
     Cable revenue
       Prior to adoption.........................................  $1,769.2    $1,596.4    $1,425.3    $1,298.5
       After adoption............................................   1,788.1     1,614.6     1,437.3     1,313.0
     Wireless revenue
       Prior to adoption.........................................   2,282.2     1,966.0     1,991.5     1,657.5
       After adoption............................................   2,207.8     1,891.5     1,969.9     1,618.2
     Total revenue
       Prior to adoption.........................................   4,847.4     4,323.0     4,051.5     3,525.0
       After adoption............................................   4,791.9     4,266.8     4,041.9     3,500.2
     Cost of sales
       Prior to adoption.........................................     506.0       458.8       416.2       347.7
       After adoption............................................     642.2       545.7       566.2       438.8
     Sales and marketing expenses
       Prior to adoption.........................................     905.3       833.0       706.5       623.2
       After adoption............................................     742.8       697.6       591.7       522.4
     Operating, general and administrative expenses
       Prior to adoption.........................................   1,987.2     1,889.6     1,644.5     1,474.7
       After adoption............................................   1,957.9     1,881.9     1,600.4     1,459.5
</Table>

(3)  For the purposes of calculating the ratio of earnings to fixed charges and
     the deficiency of earnings available to cover fixed charges, (i) earnings
     or deficiencies consist of earnings (loss) before income taxes plus fixed
     charges during the year and (ii) fixed charges consist of interest expense
     (before deducting capitalized interest) on all debt, amortization of
     deferred financing costs and the portion of operating lease rental expense
     that is representative of the interest factor (deemed to be one-third of
     minimum operating lease rentals).

(4)  As a result of RCI's adoption of new Canadian GAAP for hedge accounting,
     effective January 1, 2004, RCI no longer treats the impact of its
     cross-currency interest rate exchange agreements ("swaps") as a component
     of long-term debt. For comparison purposes, all prior periods have been
     reclassified. Accordingly, RCI's total debt and senior debt at each period
     end under Canadian GAAP and U.S. GAAP are presented at the balance sheet
     date rate of exchange, and do not include the effect of its swaps.

                                   RCI SUBCO

     RCI Subco is a wholly-owned subsidiary of RCI incorporated under the laws
of the Province of British Columbia and has carried on no business other than
holding RWCI Restricted Voting Shares and the making of this Offer.

     The authorized capital of RCI Subco consists of 100,000,000 common shares,
of which 1,000,002 are issued and outstanding and registered in the name of RCI.
RCI Subco's executive office is 333 Bloor Street East, 10th Floor, Toronto,
Ontario, M4W 1G9 and its registered office is located at 2100-1075 West Georgia
Street, Vancouver, British Columbia.

                                        26
<PAGE>

                                THE CORPORATION

     The Corporation, operating through Rogers Wireless Inc. and Microcell
Solutions Inc., is a leading wireless communications service provider.

ROGERS WIRELESS INC.

     Rogers Wireless Inc. served approximately 4.2 million customers across
Canada as at September 30, 2004, including over 4.0 million wireless voice and
data subscribers and approximately 211,000 one-way messaging (paging)
subscribers. Rogers Wireless Inc. operates both a Global System for Mobile
Communications/General Packet Radio Service, or GSM/GPRS, network, Enhanced Data
Rates for GSM Evolution, or EDGE technology, and a seamless integrated Time
Division Multiple Access, or TDMA, and analog network. Rogers Wireless Inc.'s
GSM/GPRS network provides coverage to approximately 93% of Canada's population.
Rogers Wireless Inc.'s seamless TDMA and analog network covers a geographic area
representing approximately 85% of Canada's population in digital mode and
approximately 93% of Canada's population in analog mode. Rogers Wireless Inc.
estimates that its approximately 4.0 million wireless voice and data subscribers
represent approximately 13.6% of the Canadian population residing in its
coverage area and approximately 28% of the wireless voice and data subscribers
in Canada. Subscribers to Rogers Wireless Inc.'s wireless services have access
to these services throughout the United States through agreements with AT&T
Wireless and other U.S. wireless operators. Rogers Wireless Inc.'s subscribers
also have access internationally in over 140 countries, including parts of
Europe, Asia and Latin America through roaming agreements with other wireless
communication providers.

     Rogers Wireless Inc.'s GSM/GPRS network provides customers with advanced
wireless voice and high-speed packet data services, including mobile access to
the Internet, e-mail, digital picture transmission and two-way short messaging
service, or SMS. In June 2002, Rogers Wireless Inc. completed the deployment of
its digital wireless GSM/ GPRS network overlay in the 1900 megahertz frequency
bands. During 2003, Rogers Wireless Inc. also completed the deployment of
GSM/GPRS technology operating in the 850 megahertz spectrum across its national
footprint, which expanded the network capacity, enhanced the quality of the
GSM/GPRS network and enabled Rogers Wireless Inc. to operate seamlessly between
the two frequencies. In June 2004, Rogers Wireless Inc. completed deployment of
EDGE technology across its national GSM/GPRS network. Accomplished by the
installation of a network software upgrade, EDGE more than triples the wireless
data transmission speeds previously available on Rogers Wireless Inc.'s network.
Rogers Wireless Inc.'s integrated wireless networks are operationally seamless
in GSM/GPRS and TDMA digital functionality between the 850 megahertz and 1900
megahertz frequency bands, and between TDMA digital and analog modes at 850
megahertz.

     Rogers Wireless Inc. markets its products and services through an extensive
nationwide distribution network of over 6,900 dealer and retail locations across
Canada, which include approximately 2,000 locations selling subscriptions to
service plans, handsets and prepaid cards and approximately 5,000 additional
locations selling prepaid cards. Its nationwide distribution network includes an
independent dealer network, Rogers Wireless Inc. stores and kiosks, major retail
chains, such as RadioShack Canada Inc., and convenience stores. Rogers Wireless
Inc. also offers many of its products and services through a retail agreement
with Rogers Video, which is a division of Rogers Cable Inc., that had 288
locations across Canada as of September 30, 2004, and on its e-business website
www.rogers.com.

MICROCELL

     The Corporation, through Rogers Wireless Inc., completed its acquisition of
Microcell on November 12, 2004. Microcell has been a provider of wireless
telecommunications services in Canada since November 1996 and offers a wide
range of wireless communications services and products to approximately 1.3
million customers. Microcell's national distribution network includes over 5,500
dealer and retail locations across Canada, which include 64 corporate-owned
stores and kiosks. The Corporation intends to maintain Microcell's full line of
wireless voice and data products and services through a distribution network
composed of more than 5,500 points of sale. These include corporate-owned stores
and kiosks, as well as third-party outlets. Microcell's digital network operates
on the GSM/ GPRS standard.

     Operating under the Fido brand, Microcell's product offerings target the
mass-market retail consumer and individual business user market segments.
Through simple packages of affordable and innovative products and services,
Microcell offers both postpaid and prepaid plans. The City Fido plan, first
launched in Vancouver in October 2003, and subsequently launched in Toronto in
May 2004, allows customers to place and receive an unlimited number

                                        27
<PAGE>

of local calls within a defined local calling area for a flat monthly rate.
Microcell recently launched the City Fido plan in Montreal.

     Microcell operates a nationwide GSM/GPRS network in the 1900 megahertz
frequency range utilizing 30 megahertz of contiguous national spectrum.
Microcell's network covers approximately 61% of the Canadian population and is
concentrated in areas with high population density or high traffic. Rogers
Wireless Inc. intends to integrate its GSM/GPRS/EDGE network with that of
Microcell, resulting in a single integrated national GSM/GPRS/ EDGE network.
Rogers Wireless Inc. expects that the resulting integrated network will enable
it to provide its customers with improved network coverage and quality in urban
areas. This will enable Rogers Wireless Inc. to decommission certain of the
Microcell cell sites and transmission and switching infrastructure.

     Microcell holds licenses for 90 megahertz of spectrum in the 2500 megahertz
range to build and operate a Multipoint Communications System ("MCS") network in
all Canadian provinces and territories, with the exception of Manitoba and
Saskatchewan. Part of Microcell's business is to build a high speed fixed
wireless network that will support a broad range of data applications, including
wireless high-speed Internet, Voice over Internet Protocol services, as well as
home and office networking. In November 2003, Allstream Inc., Microcell and NR
Communications, LLC announced the creation of a new venture with the aim of
using MCS wireless technology to offer integrated high-speed Internet, IP based
voice and local networking services to selected markets in Canada. In March
2004, the new venture launched its first MCS networks in Richmond, a suburb of
Vancouver, and in Cumberland, a rural community approximately 30 kilometers east
of downtown Ottawa. Concurrently with the deployment of MCS networks, Microcell
launched, in Richmond and Cumberland, its iFido(R) service, a residential
wireless high speed Internet service. Microcell's commitments to the venture are
to transfer its MCS spectrum to the venture, to operate the MCS network deployed
by the venture pending Industry Canada's approval of the MCS spectrum transfer
and to make a cash contribution of up to $6.0 million in the aggregate. In
connection with its acquisition of Microcell, it is expected that Rogers
Wireless Inc. will agree to cause Microcell to fulfill its commitments to the
venture.

     On November 19, 2004, as provided for in the shareholders agreement in
respect of the venture, Microcell gave notice of its intent to purchase the
shares currently owned by Allstream Inc. On November 18, 2004 NR Communications,
LLC made the same offer to Allstream Inc. As a result, subject to the terms of
the shareholders agreement, Microcell would acquire 50% of Allstream Inc.'s
shares for which Microcell estimates the cost to be between approximately $4
million to $5 million.

PRINCIPAL OFFICES

     The Corporation's executive office is located at One Mount Pleasant Road,
Toronto, Ontario and its registered office is located at 6315 Cote-de-Liesse,
St-Laurent, Quebec. The Corporation's phone number is 416-935-1100. Further
information in respect of the Corporation, including recent developments, is set
forth in Schedule "B" hereto.

SUMMARY FINANCIAL INFORMATION OF THE CORPORATION

     All information contained in the following tables should be read in
conjunction with the Corporation's consolidated financial statements, unaudited
interim consolidated financial statements, the notes related to those financial
statements and "Management's Discussion and Analysis of Financial Condition and
Results of Operations" for the applicable period, which financial statement,
notes and discussion are incorporated by reference in this Circular. The
following tables do not give pro forma effect to a number of significant and
important transactions of the Corporation and its subsidiaries that have
occurred since September 30, 2004. See "Schedule "F" -- Unaudited Pro

                                        28
<PAGE>

Forma Consolidated Financial Statements of the Corporation" for information
regarding these transactions and the impact thereof on the Corporation's
financial statements.

<Table>
<Caption>
                                                         YEAR ENDED             FOR THE NINE MONTHS
                                                         DECEMBER 31            ENDED SEPTEMBER 30
                                                   -----------------------   -------------------------
                                                      2003         2002          2004          2003
                                                   ----------   ----------   ------------   ----------
                                                     (thousand of dollars, except per share amounts)
<S>                                                <C>          <C>          <C>            <C>
AMOUNTS UNDER CANADIAN GAAP (1)
STATEMENT OF INCOME DATA:
Total revenue (2)(3).............................  $2,207,794   $1,891,514    $1,969,897    $1,618,195
Cost of sales (3)................................     380,771      296,794       357,527       252,009
Sales and marketing expenses (3).................     361,998      328,884       266,447       250,086
Operating, general and administrative expenses
  (3)............................................     737,453      738,149       609,632       555,449
Management fees (4)..............................      11,336       11,006         8,756         8,502
Other expense (recovery).........................          --      (12,331)           --            --
Depreciation and amortization....................     518,599      457,133       357,327       373,425
                                                   ----------   ----------    ----------    ----------
Total operating expenses.........................   2,010,157    1,819,635     1,599,689     1,439,471
                                                   ----------   ----------    ----------    ----------
Operating income.................................  $  197,637   $   71,879    $  370,208    $  178,724
                                                   ==========   ==========    ==========    ==========
Net income (loss)................................  $  137,841   $  (90,705)   $  161,202    $  136,490
                                                   ==========   ==========    ==========    ==========
Ratio of earnings available to cover fixed
  charges (5)....................................        1.67                       2.00          1.88
Deficiency or earnings available to cover fixed
  charges (5)....................................                  (85,447)
Average Class A and Class B shares outstanding...     141,773      141,608       142,631       141,752
Earnings (loss) per share -- basic...............  $     0.97   $    (0.64)   $     1.13    $     0.96
                          -- diluted.............        0.97        (0.64)         1.12          0.96
Book value per share.............................        3.13         2.12          4.43          3.10
</Table>

<Table>
<Caption>
                                                    AS AT          AS AT           AS AT           AS AT
                                                 DECEMBER 31,   DECEMBER 31,   SEPTEMBER 30,   SEPTEMBER 30,
                                                     2003           2002           2004            2003
                                                 ------------   ------------   -------------   -------------
                                                                   (thousands of dollars)
<S>                                              <C>            <C>            <C>             <C>
BALANCE SHEET:
Assets
  Current assets...............................   $  363,829     $  332,952     $  513,147      $  369,950
Total assets...................................   $3,107,343     $3,302,712     $3,201,230      $3,140,001
                                                  ==========     ==========     ==========      ==========
Liabilities and Shareholders' Equity
  Current liabilities..........................   $  437,813     $  507,789     $  366,765      $  484,319
  Long-term debt (6)...........................    2,070,761      2,472,620      1,946,308       2,111,654
  Other long-term liabilities..................      155,689         21,847        256,798         105,015
  Shareholders' Equity.........................      443,080        300,456        631,359         439,013
                                                  ----------     ----------     ----------      ----------
Total liabilities and Shareholders' Equity        $3,107,343     $3,302,712     $3,201,230      $3,140,001
                                                  ==========     ==========     ==========      ==========
</Table>

- ---------------

(1)  In certain respects, Canadian GAAP differs from U.S. GAAP. Accordingly,
     certain line items with respect to Statement of Income Data and Balance
     Sheet Data differ as a result of the application of U.S. GAAP. For a
     discussion of the principal differences between Canadian GAAP and U.S.
     GAAP, see Note 18 to the consolidated financial statements incorporated by
     reference in this Circular and Note 11 to the unaudited interim
     consolidated financial statements incorporated by reference in this
     Circular.

(2)  In the first quarter of 2003, the Corporation introduced enhanced reporting
     classification for stratifying subscriber and revenue categories, which
     more clearly reflects the emergence of data products and integrated voice
     and data devices. Concurrently, the Corporation changed its classification
     of subscribers of certain resale two-way messaging arrangements for
     reporting purposes. The previous periods' subscriber and revenue categories
     have been reclassified to conform to this current presentation. The
     Corporation now reports revenue in three categories: postpaid, prepaid and
     one-way messaging. Postpaid includes voice-only and data-only subscribers,
     as well as subscribers with service plans integrating both voice and data.
     In addition, as discussed in note 3 below, further changes to the
     classification of revenues and expenses were made effective January 1,
     2004. As a result of these reclassifications, all periods presented have
     been restated. These enhancements to the classification of revenue
     categories had no impact on the reported operating profit in the current or
     previous periods.

(3)  As a result of retrospectively adopting new Canadian accounting standards
     on January 1, 2004, including Emerging Issues Committee Abstract 142,
     "Revenue Arrangements with Multiple Deliverables" and Canadian Institute of
     Chartered Accountants Handbook Section 1100,

                                        29
<PAGE>

     "Generally Accepted Accounting Principals", regarding the timing of revenue
     recognition and the classification of certain items as revenue expense, the
     Corporation made the following changes to our classification of certain
     revenue and expense items:

     -  Activation fees are now classified as equipment revenue. Previously,
        these amounts were classified as network revenue.

     -  Recoveries from new and existing subscribers from the sale of equipment
        are now classified as equipment revenue. Previously, these amounts were
        recorded as a reduction to sales expense in the case of a new
        subscriber, or a reduction to operating, general and administrative
        expense in the case of an existing subscriber.

     -  Equipment subsidies provided to new and existing subscribers are now
        classified as a reduction to equipment revenue. Previously, these
        amounts were recorded as sales expense in the case of a new subscriber
        or as an operating, general and administrative expense in the case of an
        existing subscriber. Costs for equipment provided under retention
        programs to existing subscribers are now recorded as cost of equipment
        sales. Previously these amounts were recorded as operating, general and
        administrative expense.

     -  Certain other recoveries from subscribers related to collections
        activities are now recorded as network revenue rather than as a recovery
        of operating, general and administrative expense.

     As a result of the adoption of these new accounting standards, the
     following changes to the classification of revenue and expenses have been
     made.

<Table>
<Caption>
                                                                        YEAR ENDED            NINE MONTH'S ENDED
                                                                       DECEMBER 31               SEPTEMBER 30
                                                                   --------------------    ------------------------
                                                                     2003        2002          2004          2003
                                                                   --------    --------    ------------    --------
                                                                               (in millions of dollars)
     <S>                                                           <C>         <C>         <C>             <C>
     Postpaid (voice and data) revenue:
       Prior to adoption.........................................  $1,921.0    $1,632.9      $1,683.5      $1,414.0
       After adoption............................................   1,911.1     1,628.1       1,678.5       1,408.3
     Network revenue:
       Prior to adoption.........................................   2,039.8     1,759.3       1,777.2       1,499.1
       After adoption............................................   2,029.9     1,754.5       1,772.4       1,493.4
     Equipment sales:
       Prior to adoption.........................................     242.4       206.7         214.3         158.4
       After adoption............................................     177.9       137.0         197.5         124.8
     Total operating revenue
       Prior to adoption.........................................   2,282.2     1,966.0       1,991.5       1,657.5
       After adoption............................................   2,207.8     1,891.5       1,969.9       1,618.2
     Cost of equipment sales:
       Prior to adoption.........................................     244.5       209.9         207.5         160.9
       After adoption............................................     380.8       296.8         357.5         252.0
     Sales and marketing expenses:
       Prior to adoption.........................................     522.7       462.8         378.8         349.8
       After adoption............................................     362.0       328.9         266.4         250.1
     Operating, general and administrative expenses:
       Prior to adoption.........................................     787.4       765.5         668.9         586.2
       After adoption............................................     737.4       738.1         609.7         555.3
</Table>

(4)  The Corporation is a party to a management services agreement with RCI,
     under which RCI provides finance, treasury, legal, regulatory,
     administrative and strategic planning services to the Corporation in
     exchange for a fee. The fee per year is the greater of $8.0 million
     (adjusted for changes in the Canadian consumer price index from January 1,
     1991) and an amount agreed to by RCI and the independent directors serving
     on the Audit Committee of the Corporation under guidelines specified in the
     management services agreement. In addition, for services not specifically
     covered under the management services agreement, the fee is generally equal
     to RCI's cost.

(5)  For the purposes of calculating the ratio of earnings to fixed charges and
     the deficiency of earnings available to cover fixed charges, (i) earnings
     or deficiencies consist of earnings (loss) before income taxes plus fixed
     charges during the year and (ii) fixed charges consist of interest expense
     (before deducting capitalized interest) on all debt, amortization of
     deferred financing costs and the portion of operating lease rental expense
     that is representative of the interest factor (deemed to be one-third of
     minimum operating lease rentals).

(6)  As a result of the Corporation's adoption of new Canadian GAAP for hedge
     accounting, effective January 1, 2004, the Corporation no longer treats the
     impact of its cross-currency interest rate exchange agreements ("swaps") as
     a component of long-term debt. For comparison purposes, all prior periods
     have been reclassified. Accordingly, the Corporation's long-term total debt
     at each period end under Canadian GAAP and U.S. GAAP are presented at the
     balance sheet date rate of exchange, and do not include the effect of the
     Corporation's swaps.

                                        30
<PAGE>

                                SPECIAL FACTORS

                            BACKGROUND TO THE OFFER

BACKGROUND AND REASONS OF RCI FOR THE OFFER

2001 PROPOSED TRANSACTION

     On June 12, 2001, RCI announced its intention to acquire all of the
outstanding RWCI Restricted Voting Shares owned by the public in consideration
for 1.1 RCI Non-Voting Shares for each RWCI Restricted Voting Share held. This
transaction (the "2001 Proposed Transaction") was proposed to be carried out by
way of an amalgamation of RWCI and a subsidiary of RCI and required the approval
by a majority of the votes cast by Minority Shareholders. The consideration
offered of 1.1 RCI Non-Voting Shares was equivalent to a price of approximately
$27.14 per RWCI Restricted Voting Share based upon the average of the closing
prices of RCI Non-Voting Shares on the TSX for the five trading days immediately
prior to the June 12, 2001 public announcement of the 2001 Proposed Transaction.
An independent committee of the Corporation was established for the purpose of
reviewing the 2001 Proposed Transaction. The independent committee retained an
independent financial advisor to prepare a formal valuation of the RWCI
Restricted Voting Shares. The independent financial advisor determined that the
2001 Proposed Transaction was inadequate, from a financial point of view, to
Minority Shareholders. Based on the report of the independent committee, the
Board of Directors determined that the 2001 Proposed Transaction was not fair,
from a financial point of view, to Minority Shareholders and recommended that
Minority Shareholders vote against the 2001 Proposed Transaction. On September
11, 2001, Minority Shareholders voted not to approve the 2001 Proposed
Transaction.

FOLLOWING THE 2001 PROPOSED TRANSACTION

     Subsequent to the 2001 Proposed Transaction, RCI, as the controlling
shareholder of the Corporation, was prepared to consider the acquisition from
time to time of additional RWCI Restricted Voting Shares if such shares became
available. However, RCI had no plans to commence any offer to the public or to
take the Corporation private.

     On March 20, 2002, RCI entered into agreements with five institutional
investors to purchase 4.925 million RWCI Restricted Voting Shares, representing
approximately 9.7% of the issued and outstanding RWCI Restricted Voting Shares.
In consideration for the RWCI Restricted Voting Shares, RCI issued 0.874 RCI
Non-Voting Shares for each RWCI Restricted Voting Share (based on the closing
market price on March 19, 2002 of $24.28 per RCI Non-Voting Share).

     In early 2004, RCI became aware that AT&T Wireless was interested in
selling its entire 34.2% equity position in the Corporation as a result of a
strategic refocus by AT&T Wireless.

     On April 28, 2004, RCI announced that it had received notice from AT&T
Wireless of its intent to explore options to monetize its holding of 48,594,172
RWCI Class A Shares and RWCI Restricted Voting Shares that were held by JVII, a
partnership wholly-owned by AT&T Wireless. The letter received by RCI also
stated AT&T Wireless' interest in negotiating with RCI for a period of 21 days
to attempt to reach an agreement on a private sale to RCI. Under a shareholders'
agreement dated August 16, 1999 between RCI, the Corporation and AT&T Wireless
(through JVII) (the "JVII Shareholders' Agreement"), RCI had a right of first
negotiation pursuant to which RCI and AT&T Wireless were required for a period
of 21 days from the receipt of the notice from AT&T Wireless to negotiate
exclusively and in good faith for the possible purchase by RCI of AT&T Wireless'
shares of the Corporation. If no agreement was reached in this timeframe, AT&T
Wireless thereafter had a period of 60 days in which to sell its shares of the
Corporation to third parties. Under the terms of the JVII Shareholders'
Agreement and subject to RCI's right of first negotiation, there were two
restrictions on AT&T Wireless' right to sell shares of the Corporation to third
parties. The first was a requirement that all of AT&T Wireless' RWCI Class A
Shares be converted into RWCI Restricted Voting Shares prior to completion of a
sale of such shares. The second restriction was that no one purchaser from AT&T
Wireless, following completion of the sale, acquire more than a 5% equity
interest in the Corporation (other than equipment, software or service providers
to the Rogers group of companies which could acquire up to 10% of the total
equity of the Corporation). These two restrictions significantly limited AT&T
Wireless' flexibility in disposing of its shares of the Corporation to third
parties.

     At the time of the notice from AT&T Wireless, RCI was prepared to offer to
acquire the shares of the Corporation owned by AT&T Wireless but only if the
price was below the market price for such shares. RCI believed that if AT&T
Wireless sold its shares in the market, the price it would be able to obtain
would be subject to a significant discount,

                                        31
<PAGE>

given the number of shares to be sold. On May 20, 2004, RCI announced that it
did not reach an agreement during the 21-day exclusive negotiation period to
acquire AT&T Wireless' stake. The highest offer made by RCI during the 21-day
period was $31 per share. On July 19, 2004, RCI and the Corporation announced
the expiration of the 60-day period and the failure of AT&T Wireless to dispose
of its equity interest in the Corporation during this period to a third party.

     While RCI was aware that AT&T Wireless continued to be interested in
disposing of its shares of the Corporation, there were no further discussions
with AT&T Wireless with respect to a possible purchase by RCI until late summer
of 2004. In part as a result of the proposed acquisition by Cingular Wireless
LLC of AT&T Wireless, RCI became aware that AT&T Wireless wished to again
attempt to sell its equity interest in the Corporation. RCI was concerned that
the overhang of the shares of the Corporation might negatively affect the market
for the RWCI Restricted Voting Shares. Accordingly, RCI agreed to assist AT&T
Wireless in connection with a private sale of all of its shares of the
Corporation by, among other things, waiving the terms of its right of first
negotiation. On September 3, 2004, RCI and AT&T Wireless entered into a letter
agreement (to which the Corporation was a party for limited purposes) under
which RCI agreed to assist JVII in accordance with the letter agreement in
respect of a private sale of its shares of the Corporation. The two restrictions
contained in the JVII Shareholders' Agreement referred to above on the ability
of AT&T Wireless to sell shares to third parties applied to any sale under the
letter agreement. Among other matters, the letter agreement provided a right to
RCI to purchase all of the shares of the Corporation from AT&T Wireless at the
net proposed sale price by AT&T Wireless to third parties if that sale price
(less commissions and expenses) was $36.00 or less.

     As a result of the negotiations with respect to the letter agreement
referred to above, RCI considered again whether it was interested in acquiring
the shares of the Corporation owned by AT&T Wireless. RCI concluded that there
were potential benefits to RCI in doing so, and, as a result, RCI initiated
discussions with AT&T Wireless with respect to a possible private agreement
acquisition. The decision by RCI to offer to purchase AT&T Wireless' shares of
the Corporation represented a shift in its strategy with respect to the AT&T
Wireless stake in the Corporation.

     On September 13, 2004, RCI entered into an agreement with AT&T Wireless
under which RCI agreed to purchase AT&T Wireless's entire stake in the
Corporation. On October 13, 2004, RCI indirectly acquired from AT&T Wireless
48,594,172 RWCI Restricted Voting Shares, representing approximately 60.6% of
the issued and outstanding RWCI Restricted Voting Shares. The RWCI Restricted
Voting Shares were acquired for a cash purchase price of $36.37 per share,
totaling an aggregate of approximately $1,767 million. RCI's offer to purchase
those shares was not part of any plan or proposal to acquire additional RWCI
Restricted Voting Shares or to take the Corporation private. As a result of that
purchase, the pre-bid integration rules contained in applicable Canadian
securities laws apply to the Offer. The Offerors have applied to Canadian
securities regulators, and anticipate receiving, exemption orders from such
rules on the basis that the value of the consideration offered pursuant to the
Offer is substantially higher than the consideration paid to AT&T Wireless for
the purchase of its RWCI Restricted Voting Shares on October 13, 2004.

     At the request of RCI, on September 27, 2004, the Corporation constituted
the Independent Committee with a mandate to, among other things, retain an
investment advisor independent of RCI and its affiliates to prepare a formal
valuation of the RWCI Restricted Voting Shares in accordance with Rule 61-501,
Policy Q-27 and the Shareholder Protection Agreement. In order for the
Corporation to be able to make a decision whether to proceed with a possible
substantial issuer bid to purchase RWCI Restricted Voting Shares, it was
necessary for the Corporation to determine the value of the RWCI Restricted
Voting Shares pursuant to a formal valuation prepared by an independent
valuator. Such a valuation was required under the terms of the Shareholder
Protection Agreement. A substantial issuer bid was being considered as a
possibility because it could serve as a mechanism to permit funds to be
transferred from the Corporation to RCI in order to permit RCI to repay
financing in the amount of approximately $1,750 million to be incurred by RCI to
complete the purchase of AT&T Wireless' stake in the Corporation. If such a
substantial issuer bid was made, RCI would have had the opportunity to tender
the shares of the Corporation acquired from AT&T Wireless to that bid. The
substantial issuer bid would also have been made to public shareholders of the
Corporation. No decision was ever made as to the possible terms of any such
substantial issuer bid.

     On November 7, 2004, Scotia Capital was first contacted by the management
of RCI to be available to provide financial advice to RCI on any possible
transaction with respect to the Corporation.

     On November 9, 2004, the Independent Committee met and confirmed, following
discussions with BMO Nesbitt Burns, that the appropriate valuation approach for
determining the fair market value of the RWCI Restricted Voting Shares for
purposes of a substantial issuer bid was the fair market value or "en bloc"
approach without minority
                                        32
<PAGE>

discount, as is required by Rule 61-501 and Policy Q-27. At this meeting, BMO
Nesbitt Burns updated the Independent Committee on discussions that it had held
with the Corporation's management and reviewed in detail its valuation work. BMO
Nesbitt Burns advised the Independent Committee that, subject to completion of
due diligence, its preliminary "en bloc" valuation range per share for the RWCI
Restricted Voting Shares was $46.00 to $54.00. As part of its presentation to
the Independent Committee, BMO Nesbitt Burns provided details regarding the
application of each valuation methodology, including key assumptions and
limitations. Following the meeting, the Chairman of the Independent Committee
communicated this preliminary "en bloc" valuation range to management of RCI.

     On November 9, 2004, upon receipt of the preliminary valuation range,
management of RCI concluded that rather than a substantial issuer bid, it could
recommend to the RCI board of directors an insider bid by RCI as a first step to
potentially taking the Corporation private at a price that was in the best
interests of RCI's own shareholders and that could be fair from a financial
point of view to Minority Shareholders. As a result, at a meeting held on
November 10, 2004, representatives of Scotia Capital presented financial
information and advice to the finance committee of the board of directors of
RCI. Scotia Capital was not requested to, and did not provide any report or
opinion as to the value of the Corporation, RCI, the RWCI Restricted Voting
Shares or the RCI Non-Voting Shares. Scotia Capital was not requested to, and
did not, evaluate or render an opinion as to the fairness, from a financial
point of view, of the consideration proposed to be paid under the Offer to
Minority Shareholders. Following Scotia Capital's presentation, management of
RCI recommended to the finance committee of the board of directors of RCI that
RCI make the Offer.

     Thereafter, RCI requested that the Independent Committee:

     -  confirm with BMO Nesbitt Burns that the formal valuation being prepared
        by it was relevant to an insider bid by RCI and not just a substantial
        issuer bid by the Corporation;

     -  request that any necessary bid valuation work be completed by BMO
        Nesbitt Burns with respect to the RCI Non-Voting Shares being offered as
        consideration under the Offer, in part because the Shareholder
        Protection Agreement required a formal valuation of that consideration;

     -  request that BMO Nesbitt Burns do the necessary valuation work in order
        to determine whether it would be able to deliver an opinion with respect
        to the Offer Consideration that it was fair, from a financial point of
        view, to Minority Shareholders; and

     -  confirm whether BMO Nesbitt Burns would be able to render an opinion
        that no formal valuation of the RCI Non-Voting Shares would be necessary
        under Rule 61-501 and Policy Q-27.

     Based on the recommendation of the finance committee and following
presentations from Scotia Capital and management of RCI, the board of directors
of RCI, at a meeting held on November 11, 2004, approved the making of the Offer
with no directors dissenting or abstaining. RCI recognized that while the BMO
Nesbitt Burns' valuation range was preliminary and was prepared in connection
with the possibility of a substantial issuer bid by the Corporation, it was
desirable to immediately disclose to the market its change in investment
intention, and, accordingly, RCI publicly announced its intention to make the
Offer immediately following the November 11, 2004 board meeting.

     On November 22, 2004, following a meeting of the Independent Committee and
the Board of Directors, the Corporation announced that the Independent Committee
had completed its review of the Offer and had received the Valuation and
Fairness Opinion. BMO Nesbitt Burns determined, pursuant to the Valuation that,
subject to the assumptions and qualifications set forth in the Valuation, the
fair market value of the RWCI Restricted Voting Shares is in the range of $46 to
$54 per share. This valuation range is the same as the preliminary valuation
range publicly disclosed on November 11, 2004. The Fairness Opinion indicated
that, as of November 22, 2004, the Offer Consideration is fair, from a financial
point of view, to the Minority Shareholders. At an executive committee meeting
of the RCI board of directors held immediately following the meeting of the RWCI
Board of Directors, RCI approved the making of the Offer on the terms and
conditions set forth in the Offer to Purchase and Circular.

REASONS OF RCI FOR THE OFFER

     The Offer represents an opportunity for Minority Shareholders to exchange
their RWCI Restricted Voting Shares at an exchange ratio which offers a
substantial premium to Minority Shareholders and on terms that the Independent
Committee has concluded is fair and reasonable to Minority Shareholders. The
consideration offered is slightly above the mid point of the fair market value
range for the RWCI Restricted Voting Shares determined pursuant to the Valuation
(based on the average trading prices on the TSX for the RCI Non-Voting Shares
for the five trading days ending November 10, 2004, which is the last trading
day prior to the date on which RCI announced its intention to

                                        33
<PAGE>

make the Offer). The consideration offered of 1.75 RCI Non-Voting Shares for
each RWCI Restricted Voting Share was equivalent to a price of approximately
$50.23 per RWCI Restricted Voting Share (based upon the closing price of the RCI
Non-Voting Shares on the TSX on November 10, 2004). The equivalent price of
$50.23 per share represented a premium of 13.8% to the volume weighted average
of the closing prices of RWCI Restricted Voting Shares on the TSX for the five
trading days ending November 10, 2004) and represents a 38% premium to the price
paid to AT&T Wireless on October 13, 2004 for its 34.2% equity interest in the
Corporation. Furthermore, this price represents a premium of 14.1%, 19.0% and
28.2% to the weighted average closing prices of the RWCI Restricted Voting
Shares on the TSX for the 20, 40 and 100 trading day periods, respectively,
immediately prior to the public announcement of the Offer. In addition, the RCI
Non-Voting Shares are significantly more liquid than the RWCI Restricted Voting
Shares and the nature of the share exchange offer permits a tax deferred
roll-over into RCI Non-Voting Shares for Canadian federal income tax purposes
for an Eligible Holder that makes the required designation in the Letter of
Acceptance and Transmittal.

     The value range for the RWCI Restricted Voting Shares established in the
Valuation and Fairness Opinion represents fair market value for an "en bloc"
sale of 100% of the Corporation. For this purpose, an "en bloc" valuation means
a valuation prepared on the basis of the sale of the entire company.
Accordingly, in valuing the RWCI Restricted Voting Shares, the Valuation does
not include any downward adjustment to reflect the liquidity of the RWCI
Restricted Voting Shares, the effect of the Offer or the fact that the RWCI
Restricted Voting Shares do not form part of a controlling interest.

     By receiving RCI Non-Voting Shares for RWCI Restricted Voting Shares
tendered to the Offer, Minority Shareholders will have the opportunity to
continue to participate, through RCI, in the wireless business of the
Corporation. In addition, by receiving RCI Non-Voting Shares, Minority
Shareholders will have the opportunity to participate in the opportunities
associated with other communications-related businesses within the Rogers group
of companies, which includes Rogers Media Inc. and Rogers Cable Inc. Many of the
Corporation's largest shareholders are also significant shareholders of RCI.

     RCI is making the Offer at this time based on a number of factors, the most
important of which are the following:

     -  RCI believes that the simplification of the capital and corporate
        structures and additional operational flexibility that will be available
        if RCI ultimately acquires all of the RWCI Restricted Voting Shares will
        benefit the entire Rogers group of companies, including by enhancing the
        common branding and product bundling initiatives;

     -  the Offer provides Minority Shareholders with the opportunity to
        continue to participate in the wireless business of the Corporation
        through receiving shares of RCI, a public company with a more diverse
        asset base and significantly larger capital base than the Corporation;

     -  the Offer Consideration is within the range of fair market values
        determined pursuant to the Valuation, and the Board of Directors has
        concluded that the Offer is fair and reasonable to Minority
        Shareholders;

     -  BMO Nesbitt Burns has concluded in the Fairness Opinion that the Offer
        Consideration is fair, from a financial point of view, to Minority
        Shareholders; and

     -  RCI believes that the price at which RCI acquired AT&T Wireless'
        interest in the Corporation on October 13, 2004 provides Minority
        Shareholders a relevant comparison to the terms of the Offer.

     For the foregoing reasons, RCI's board of directors also believes that the
Offer is fair from a financial point of view to Minority Shareholders.

     If the Offer is completed and RCI thereafter acquires all of the RWCI
Restricted Voting Shares held by Minority Shareholders, the Corporation expects
to continue to carry on its current business activities as a subsidiary of RCI.
As noted above, RCI believes that if the Corporation becomes a wholly-owned
subsidiary of RCI, RCI will have additional operational flexibility with regard
to how it manages its activities. The simplification of the corporate structure
that would result from the elimination of public equity investors in the
Corporation may also improve investor understanding of the RCI group of
companies.

     If the Offer is completed and RCI subsequently acquires all of the RWCI
Restricted Voting Shares from Minority Shareholders, the Corporation intends to
apply to cease to be subject to applicable continuous disclosure obligations
under Canadian and United States securities laws. The Offer will not affect the
continuous disclosure obligations of the Corporation's wholly-owned subsidiary,
Rogers Wireless Inc., or RCI.

                                        34
<PAGE>

     The intention of RCI to retain its interest in the Corporation and not to
divest its majority interest in the Corporation has precluded the Corporation
from considering an alternative transaction to the Offer with an unaffiliated
third party purchaser, which could have resulted in a higher price for all
Shareholders.

     The Offer Consideration to be received pursuant to the Offer was determined
by RCI. See "RECOMMENDATION OF THE BOARD OF DIRECTORS OF THE CORPORATION" in
this Circular. The consideration may be below the price that Minority
Shareholders would receive if the Corporation were sold to an unaffiliated third
party.

PROVISIONS FOR UNAFFILIATED SECURITY HOLDERS

     The Offerors have not made any provision to grant unaffiliated shareholders
of the Offerors access to the corporate files of the Offerors, except as
required under applicable law, or to obtain counsel or appraisal services at
their expense.

STRUCTURE OF TRANSACTION

     The proposed transaction has been structured as an offer because the Offer
will permit RCI to acquire any and all RWCI Restricted Voting Shares tendered to
the Offer regardless of the number of shares actually tendered.

     If the Offerors acquire, pursuant to the Offer, at least 90% of the RWCI
Restricted Voting Shares owned by Minority Shareholders, the Offerors intend to
acquire the balance of the RWCI Restricted Voting Shares pursuant to a
Compulsory Acquisition pursuant to the statutory right contained in the CBCA.

     If the Offerors do not acquire a sufficient number of RWCI Restricted
Voting Shares under the Offer in order to be entitled to effect a Compulsory
Acquisition, but RCI acquires at least 2,334,526 RWCI Restricted Voting Shares
(as at November 22, 2004), RCI and its affiliates will own at least 90% of the
RWCI Restricted Voting Shares if RCI converts at least 62,819,371 of its RWCI
Class A Shares into RWCI Restricted Voting Shares (assuming all exercisable RWCI
Options are exercised). Accordingly, if the Offerors acquire at least 2,334,526
RWCI Restricted Voting Shares under the Offer, RCI currently intends to convert
that number of RWCI Class A Shares and to initiate a Subsequent Acquisition
Transaction under which the Offerors would acquire all of the remaining RWCI
Restricted Voting Shares held by Minority Shareholders for the same
consideration as provided in the Offer. While it is RCI's current intention in
connection with a Subsequent Acquisition Transaction to convert approximately
62,819,371 RWCI Class A Shares into RWCI Restricted Voting Shares if RCI
acquires at least 2,334,526 RWCI Restricted Voting Shares under the Offer, RCI
reserves the absolute discretion to decide whether or not to do so. Rule 61-501,
Policy Q-27 and the Shareholder Protection Agreement provide in effect that, in
addition to any other required security holder approval, in order to complete a
Subsequent Acquisition Transaction, the approval of a simple majority of the
votes cast by Minority Shareholders of the RWCI Restricted Voting Shares must be
obtained. In certain circumstances, the Shareholder Protection Agreement
requires approval by 66 2/3 of the votes cast by Minority Shareholders. However,
if the Offerors and their affiliates are the owners of 90% or more of the RWCI
Restricted Voting Shares, the requirement under Rule 61-501, Policy Q-27 and the
Shareholder Protection Agreement for minority approval would not apply to the
transaction if a statutory dissent and appraisal remedy is available or a
substantially equivalent enforceable right is made available to the Minority
Shareholders. It is the Offerors' intention that such a dissent and appraisal
remedy would be available to Minority Shareholders in connection with a
Subsequent Acquisition Transaction.

PLANS FOR THE CORPORATION AFTER THE OFFER

     RCI will increase its equity ownership of the Corporation as a result of
the Offer, and, depending on the number of RWCI Restricted Voting Shares
tendered to the Offer, RWCI may become a wholly-owned subsidiary of RCI pursuant
to a Compulsory Acquisition or a Subsequent Acquisition Transaction. RCI will
continue to operate as a holding company for its operating subsidiaries.

     Except as otherwise described in this Circular, neither RCI nor the
Corporation has any current plans or proposals or is participating in any
negotiations, except in connection with the integration of Microcell with Rogers
Wireless Inc., which relate to or would result in:

     (a)   any extraordinary transaction, such as a merger, reorganization or
           liquidation involving the Corporation or any of its subsidiaries;

     (b)   any purchase, sale or transfer of shares or a material portion of the
           assets of the Corporation or its subsidiaries;

                                        35
<PAGE>

     (c)   any change in the management of the Corporation or any change in any
           material term of the employment contract of any executive officer; or

     (d)   any other material change in the corporate structure or business of
           the Corporation.

     Nevertheless, RCI or the Corporation may initiate, from time to time,
reviews of the Corporation's assets, corporate structure, capitalization,
operations, properties, management and personnel to determine what changes, if
any, would be desirable following the completion of the Offer. RCI and the
Corporation expressly reserve the right to make any changes that they deem
necessary or appropriate in light of their review or in light of future
developments.

IF THE CORPORATION DOES NOT BECOME A WHOLLY-OWNED SUBSIDIARY

     If the Corporation does not become a wholly-owned subsidiary of RCI as a
result of the Offer and any Compulsory Acquisition or Subsequent Acquisition
Transaction, the Corporation will continue to operate its businesses as a
publicly traded subsidiary of RCI, provided there are sufficient remaining
shareholders and publicly held RWCI Restricted Voting Shares to enable such
shares to continue to be eligible to be traded on the TSX and NYSE. If the Offer
is not completed for any reason, any Letter of Acceptance and Transmittal
completed by a Shareholder will be of no effect and the Depositary will return
all share certificates deposited under the Offer to the holders thereof as soon
as practicable.

EXPENSES OF THE OFFER

     RCI will fund the costs of the Offer including legal, accounting, filing
and printing costs, the cost of preparation and mailing of this Offer to
Purchase and Circular and BMO Nesbitt Burns' fees in respect of preparing the
Valuation and Fairness Opinion, plus out-of-pocket expenses. Such costs are
expected to be approximately as set forth below. The Corporation will pay the
fees paid to the members of the Independent Committee, the fees of the
Independent Committee's legal counsel and the legal, accounting, filing and
printing costs related to the preparation of the Directors' Circular. Such costs
are expected to be approximately as set forth below:

<Table>
<Caption>
                                                                PAID BY           PAID BY
                                                                  RCI         THE CORPORATION
                                                              ------------    ---------------
<S>                                                           <C>             <C>
Filing Fees.................................................  $    153,000       $     --
Financial Advisors' Fees and Expenses.......................   2.4 million             --
Legal Fees and Expenses.....................................       950,000         75,000
Accounting Fees and Expenses................................       150,000        150,000
Depository and Solicitation Fees............................       500,000             --
Printing and Mailing Costs..................................        75,000         30,000
Miscellaneous...............................................        50,000         50,000
                                                              ------------       --------
     TOTAL..................................................     4,278,000        305,000
                                                              ============       ========
</Table>

                    INDEPENDENT COMMITTEE OF THE CORPORATION

     On September 27, 2004, at the request of RCI, the Board of Directors
established a committee of directors of the Corporation independent of RCI, its
associates and affiliates and management of the Corporation, to, among other
matters, retain a financial adviser to prepare a formal valuation of the RWCI
Restricted Voting Shares in accordance with Rule 61-501, Policy Q-27 and the
Shareholder Protection Agreement, in connection with a possible substantial
issuer. Such a bid was being considered as a mechanism to transfer funds to RCI
to repay the bridge loan incurred by RCI in acquiring the RWCI Restricted Voting
Shares of AT&T Wireless. Any such offer would have been made to all shareholders
of the Corporation. The Corporation was of the view that until it had an
indication of the likely range of fair market values for the RWCI Restricted
Voting Shares pursuant to a formal valuation, it could not assess or come to a
view whether it would be prepared to initiate a substantial issuer bid.

     The Independent Committee is composed of James C. Grant (as Chairman),
George A. Fierheller and Pierre L. Morrissette, the three directors of the
Corporation elected by Minority Shareholders, all of whom are independent of
RCI, its associates and affiliates, and of management of the Corporation. The
Independent Committee retained Ogilvy Renault as its legal adviser and BMO
Nesbitt Burns as its financial advisor. BMO Nesbitt Burns was asked by the
Independent Committee to prepare a formal valuation of the RWCI Restricted
Voting Shares on the assumption that the Corporation would make a substantial
issuer bid for RWCI Restricted Voting Shares on terms as yet undetermined.

                                        36
<PAGE>

MANDATE

     The Independent Committee's mandate was to: (a) retain independent legal
counsel to advise the Independent Committee; (b) retain a financial advisor
independent of RCI its associates and affiliates and management of the
Corporation, to prepare a formal valuation (in accordance with Rule 61-501,
Policy Q-27 and the Shareholder Protection Agreement) of the RWCI Restricted
Voting Shares and to supervise the preparation of that valuation; (c) carry out
any negotiations that may be necessary between the Corporation and RCI in
connection with a substantial issuer bid; and (e) take such other actions as the
Independent Committee considered necessary or desirable in order to carry out
its mandate. On November 10, 2004, RCI requested that the Independent Committee
(which request was subsequently ratified by the Board of Directors):

     -  confirm with BMO Nesbitt Burns that the formal valuation being prepared
        by it was relevant to an insider bid by RCI and not just a substantial
        issuer bid by the Corporation;

     -  request that any necessary bid valuation work be completed by BMO
        Nesbitt Burns with respect to the RCI Non-Voting Shares being offered as
        consideration under the Offer, in part because the Shareholder
        Protection Agreement required a formal valuation of that consideration;

     -  request that BMO Nesbitt Burns do the necessary valuation work in order
        to determine whether it would be able to deliver an opinion that the
        Offer Consideration is fair, from a financial point of view, to Minority
        Shareholders; and

     -  confirm whether BMO Nesbitt Burns would be able to render an opinion
        that no formal valuation of the RCI Non-Voting Shares would be necessary
        under Rule 61-501 and Policy Q-27.

DELIBERATIONS AND RECOMMENDATION OF THE INDEPENDENT COMMITTEE

     Between October 7, 2004 and November 22, 2004, the Independent Committee
met formally nine times.

     On November 9, 2004, the Independent Committee confirmed, following
discussions with BMO Nesbitt Burns, that the appropriate valuation approach for
determining the fair market value of the RWCI Restricted Voting Shares for the
purposes of a substantial issuer bid was the fair market value or "en bloc"
approach without minority discount, as is required by Rule 61-501 and Policy
Q-27. At this meeting, BMO Nesbitt Burns updated the Independent Committee on
discussions that it had held with the Corporation's management and reviewed in
detail its valuation work. BMO Nesbitt Burns advised the Independent Committee
that, subject to completion of due diligence, its preliminary "en bloc"
valuation range per share for the RWCI Restricted Voting Shares was $46.00 to
$54.00. As part of its presentation to the Independent Committee, BMO Nesbitt
Burns provided details regarding the application of each valuation methodology,
including key assumptions and limitations. After RCI decided to make the Offer,
subsequently BMO Nesbitt Burns confirmed that the same "en bloc" valuation
approach would be applicable to determining the fair market value of the RWCI
Restricted Voting Shares in connection with the Offer.

     On November 22, 2004, BMO Nesbitt Burns provided its final written
Valuation and its Fairness Opinion in which it concluded that the Offer
Consideration is fair, from a financial point of view, to Minority Shareholders.

     In considering whether the Offer is in the best interests of the Minority
Shareholders, the Independent Committee considered relevant factors including
the following:

     (a)   the Valuation and Fairness Opinion;

     (b)   the fact that the consideration under the Offer had a value
           (determined based on average closing prices for the RWCI Restricted
           Voting Shares and the RCI Non-Voting Shares for the five day period
           ending November 10, 2004, which is the last trading day prior to the
           date on which RCI announced its intention to make the Offer) slightly
           above the mid-point of the BMO Nesbitt Burns valuation range for the
           RWCI Restricted Voting Shares;

     (c)   the liquidity of the market for the RWCI Restricted Voting Shares and
           the relatively greater liquidity of the RCI Non-Voting Shares;

     (d)   the opportunity for Minority Shareholders to continue to participate
           in the wireless business of the Corporation through receiving shares
           of RCI, a public company with a more diverse asset base and
           significantly larger capital base than the Corporation;

                                        37
<PAGE>

     (e)   the fact that RCI controls the Corporation, with the result that
           there is no prospect of an offer for the RWCI Restricted Voting
           Shares from a third party;

     (f)   based on the average closing prices on the TSX for the RWCI
           Restricted Voting Shares for the five day period ending November 10,
           2004, the Offer represents a premium of 14.1%, 19.0% and 28.2% to the
           weighted average closing prices of the RWCI Restricted Voting Shares
           for the 20, 40 and 100 trading day periods ending on that date, and a
           38% premium to the price paid to AT&T Wireless for their shares of
           the Corporation;

     (g)   the consideration under the Offer can be received on a tax deferred
           "rollover" basis for Canadian federal income tax purposes for an
           Eligible Holder that makes the required designation in the Letter of
           Acceptance and Transmittal;

     (h)   the simplified corporate structure that will result if the
           Corporation is taken private will enhance the common branding and
           product bundling initiatives in the Rogers group of companies;

     (i)   the recent $2,800 million high yield debt offering by Rogers Wireless
           and the additional leverage to which the Corporation will be exposed;
           and

     (j)   the expected distribution of $1,750 million from Rogers Wireless Inc.
           as a return of capital to the Corporation (following the closing of
           the $2,800 million high yield debt offering) and the Corporation's
           review of the various methods of transferring such distribution to
           its Shareholders so RCI will have adequate funds to repay its $1,750
           million bridge facility incurred in connection with RCI's acquisition
           of RWCI shares from AT&T Wireless.

     In reaching its determination, the Independent Committee also considered
and evaluated, among other things: (a) information concerning the business,
operations, property, assets, financial condition, operating results and
prospects of the Corporation and RCI; (b) current industry, economic and market
conditions and trends and its informed expectations as to the prospects for the
wireless voice communications industry; and (c) historical market prices and
trading information with respect to the RWCI Restricted Voting Shares and the
RCI Non-Voting Shares.

     After considering all of these factors, the Independent Committee concluded
that the price and terms of the Offer are fair and reasonable to Minority
Shareholders and recommended that the Board of Directors recommend that Minority
Shareholders accept the Offer. On November 22, 2004, the Independent Committee
reported its conclusions and recommendations and presented the Valuation and
Fairness Opinion to the Board of Directors.

          RECOMMENDATION OF THE BOARD OF DIRECTORS OF THE CORPORATION

     After due consideration of the report and recommendation of the Independent
Committee and the Valuation and Fairness Opinion, the Board of Directors
determined that the Offer is fair and reasonable to Minority Shareholders and
resolved to recommend that holders of RWCI Restricted Voting Shares tender such
shares to the Offer. The resolution to recommend acceptance of the Offer was
passed unanimously with all directors or officers of the Offerors or their
associates abstaining from voting.

REASONS FOR RECOMMENDATION

     In reaching its decision to recommend acceptance of the Offer, the Board of
Directors considered a number of factors, including the following:

     (a)   the report of the Independent Committee which advised the Board of
           Directors that the Independent Committee was of the opinion that the
           Offer is fair and reasonable to Minority Shareholders and recommended
           that the Board of Directors recommend that Minority Shareholders
           accept the Offer;

     (b)   the Valuation and Fairness Opinion; and

     (c)   the factors considered by the Independent Committee as described
           above.

     The foregoing discussion of the information and factors considered by the
Independent Committee and the Board of Directors is not intended to be
exhaustive but is believed to include all material factors considered by the
Independent Committee and the Board of Directors. In reaching the determination
to recommend acceptance of the Offer, the Independent Committee and the Board of
Directors did not assign any relative or specific weights to the foregoing
factors that were considered, and individual directors may have given different
weights to different factors.

                                        38
<PAGE>

     Notwithstanding the Board of Directors' recommendation, Shareholders are
urged to evaluate carefully all information in the Offer to Purchase and
Circular, consult their own investment and tax advisors and make their own
decisions whether to deposit RWCI Restricted Voting Shares under the Offer.

                                   VALUATION

     Under the provisions of the securities laws of Ontario and Quebec, and the
Shareholder Protection Agreement, respecting insider bids, RCI is required,
unless otherwise exempted, to have a formal valuation of the RWCI Restricted
Voting Shares and the RCI Non-Voting Shares offered as consideration for such
shares prepared by a qualified and independent valuator based on techniques that
are appropriate in the circumstances, after considering all relevant
assumptions, that determines the value or range of values for the RWCI
Restricted Voting Shares and the RCI Non-Voting Shares.

     Accordingly, pursuant to the Engagement Letter between the Corporation and
BMO Nesbitt Burns, BMO Nesbitt Burns was engaged to provide financial advice to
the Independent Committee and to prepare the Valuation and Fairness Opinion
under the supervision of the Independent Committee, to consider whether a formal
valuation of the RCI Non-Voting Shares was required under Rule 61-501 and Policy
Q-27 and to prepare a formal valuation of such shares in accordance with the
Shareholder Protection Agreement, and to consider whether the Offer
Consideration is fair, from a financial point of view, to Minority Shareholders.

BMO NESBITT BURNS ENGAGEMENT

     As noted above, the Independent Committee retained BMO Nesbitt Burns to
provide advice and assistance to the Independent Committee and to prepare and
deliver to the Independent Committee the Valuation and Fairness Opinion. BMO
Nesbitt Burns was formally engaged by the Independent Committee under the
Engagement Letter. The terms of the Engagement Letter provide that BMO Nesbitt
Burns is to be paid (i) $700,000 when it communicates the valuation range and
its commitment to deliver the Valuation to the Independent Committee, and (ii)
an additional $600,000 for its advisory services related to the Offer and
delivery of the Fairness Opinion plus, in any event, its out of pocket expenses.

     BMO Nesbitt Burns is one of Canada's largest investment banking firms, with
operations in all facets of corporate and government finance, corporate banking,
mergers and acquisitions, equity and fixed income sales and trading and
investment research. The Valuation and Fairness Opinion represent the opinions
of BMO Nesbitt Burns and the form and content thereof have been approved for
release by a committee of its directors, each of whom is experienced in merger,
acquisition, divestiture and valuation matters.

     BMO Nesbitt Burns has been determined by the Independent Committee to be
qualified and independent for purposes of preparing the Valuation and Fairness
Opinion. See the Valuation and Fairness Opinion attached hereto as Schedule "D".

SUMMARY

     The following constitutes a summary only of the Valuation and Fairness
Opinion. The Valuation and the Fairness Opinion have been prepared and provided
solely for the use of the Independent Committee and the Board of Directors and
for inclusion in this Circular and the Directors' Circular, and may not be used
or relied upon by any other person without the express prior written consent of
BMO Nesbitt Burns. BMO Nesbitt Burns believes that its analyses must be
considered as a whole. Selecting portions of its analyses or the factors
considered by BMO Nesbitt Burns, without considering all factors and analyses
together, could create a misleading view of the process underlying the Valuation
and the Fairness Opinion. The preparation of a valuation is a complex process
and is not necessarily susceptible to partial analysis or summary description.
Any attempt to do so could lead to undue emphasis on any particular factor or
analysis. The following summary is qualified in its entirety by the full text of
the Valuation and Fairness Opinion which is appended hereto as Schedule "D".

     BMO Nesbitt Burns was retained by the Independent Committee to prepare and
deliver a formal valuation of the RWCI Restricted Voting Shares in accordance
with the requirements of Rule 61-501, Policy Q-27 (collectively, the "Rules"),
and the Shareholder Protection Agreement, to prepare a valuation of the RCI
Non-Voting Shares in accordance with the Shareholder Protection Agreement and to
provide its opinion as to the fairness, from a financial point of view, of the
consideration offered under the Offer to Minority Shareholders.

                                        39
<PAGE>

     On November 9, 2004, BMO Nesbitt Burns delivered to the Independent
Committee a preliminary "en bloc" value range of $46.00 to $54.00 per share for
the RWCI Restricted Voting Shares. On November 22, 2004, having completed its
updating diligence and internal review and approval processes, BMO Nesbitt Burns
met with the Independent Committee and reconfirmed, and delivered its final
Valuation and Fairness Opinion setting forth, its formal valuation range of
$46.00 to $54.00 per share for the RWCI Restricted Voting Shares and opined that
the consideration offered under the Offer is fair, from a financial point of
view, to the Minority Shareholders.

     In the preparation of its formal valuation, BMO Nesbitt Burns performed due
diligence on the Corporation and RCI, conducted discussions with senior
financial management of the Corporation, and relied upon information and
forecasts supplied by the Corporation as well as publicly available financial
information, all as detailed in the Valuation.

     The fair market value of the RWCI Restricted Voting Shares was analyzed on
a going concern basis, which included the acquisition of Microcell, and on an
"en bloc" basis in accordance with the Rules.

     For the purposes of determining the value of the RWCI Restricted Voting
Shares, BMO Nesbitt Burns relied on three methodologies:

     -  the discounted cash flow ("DCF") approach;

     -  the comparable trading approach; and

     -  the precedent transaction approach.

     The following is a summary of the range of fair market values of the RWCI
Restricted Voting Shares resulting from the DCF approach, the comparable trading
approach, and the precedent transaction approach:

<Table>
<Caption>
                                                              EQUITY VALUE PER
                                                                 RWCI SHARE
                                                              ----------------
                                                               LOW       HIGH
                                                              ------    ------
<S>                                                           <C>       <C>
Discounted cash flow approach...............................  $47.18    $56.46
Comparable trading approach (2005E & 2006E average).........  $41.63    $52.58
Precedent transaction approach..............................  $39.08    $48.90
</Table>

     In arriving at its opinion as to the fair market value of the RWCI
Restricted Voting Shares, BMO Nesbitt Burns, for the reasons set forth in the
Valuation and Fairness Opinion, attributed the greatest weight to the DCF
approach and the least weight to the precedent transaction approach. BMO Nesbitt
Burns concluded that no material additional synergy value should be assigned to
the RWCI Restricted Voting Shares.

     In considering the value of the RCI Non-Voting Shares being offered as
consideration under the Offer for the purposes of the Fairness Opinion and the
Valuation of the RCI Non-Voting Shares in accordance with the Shareholders'
Protection Agreement, BMO Nesbitt Burns relied upon the market trading approach.
The market trading approach was deemed by BMO Nesbitt Burns to be an appropriate
basis for valuing the consideration offered to Minority Shareholders under the
Offer after considering several factors, all as detailed in the Valuation. BMO
Nesbitt Burns considered the following range of recent trading levels for the
RCI Non-Voting Shares:

<Table>
<Caption>
                                                        RCI NON-VOTING SHARES         IMPLIED
                                                           TRADE WEIGHTED            VALUE OF
PERIOD ENDING NOVEMBER 19, 2004                            SHARE PRICE (1)       CONSIDERATION (2)
- -------------------------------                         ---------------------    -----------------
<S>                                                     <C>                      <C>
1 Day.................................................         $29.11                 $50.94
10 Days...............................................         $29.01                 $50.76
20 Days...............................................         $28.68                 $50.19
30 Days...............................................         $28.33                 $49.58
</Table>

- ---------------

(1) Highest price traded in last 10 trading days was $30.37.

(2) Based on 1.75 RCI Non-Voting Shares per RWCI Restricted Voting Share.

     Based on its market trading analysis, BMO Nesbitt Burns determined a value
range for the RCI Non-Voting Shares of $28.00 to $30.00 per share.

                                        40
<PAGE>

     Minority Shareholders accepting the Offer will receive 1.75 RCI Non-Voting
shares for each RWCI Restricted Voting Share, representing $49.00 to $52.50
based on the foregoing valuation range for the RCI Non-Voting Shares, which is
within the value range in the Valuation.

     Based upon and subject to the matters described in the Fairness Opinion,
BMO Nesbitt Burns concluded that, as of November 22, 2004, the consideration
offered under the Offer is fair, from a financial point of view, to the Minority
Shareholders.

SCOTIA CAPITAL PRESENTATION

     In the course of providing advice to RCI, Scotia Capital provided to the
board of directors of RCI on November 11, 2004 a presentation of financial
information and analysis. Scotia Capital did not have the opportunity to conduct
due diligence in respect of the Corporation or have discussions with RWCI
management. Scotia Capital has, on occasion, acted as financial advisor to RCI
with respect to strategic initiatives and acts as a member of RCI's banking
group. Scotia Capital also has participated in some of RCI's equity financings.
In preparing its analysis, Scotia Capital reviewed and relied upon (without
independently verifying the completeness or the accuracy thereof), among other
things, publicly available information regarding RCI, the Corporation and
Microcell and such other corporate, industry and financial market information,
investigations and analyses as Scotia Capital considered necessary or
appropriate in the circumstances. The analysis presented by Scotia Capital was
indicative in nature and was prepared solely to provide RCI with a preliminary
illustration of the pricing of RWCI Restricted Voting Shares to assist RCI in
formulating its offer. Such analysis was not intended as an opinion, report or
valuation of the RWCI Restricted Voting Shares. The summary set forth below does
not purport to be a complete description of the analysis presented to management
and the board of directors of RCI. The description of the analysis set forth
below is qualified in its entirety by reference to the text of such analysis.

SHAREHOLDER BASE

     Scotia Capital provided to the board of directors of RCI an analysis of the
RWCI shareholder base. The analysis was based on publicly available information.
Due to the time lag between trading activity and public filing, the analysis did
not offer a definitive current view of RWCI's shareholder base. Scotia Capital
estimated that the top 20 institutional shareholders in RWCI owned approximately
20% of the RWCI Restricted Voting Shares not held by RCI and RCI Subco. Scotia
Capital performed a cross-shareholder analysis of the top 20 institutional
shareholders in RWCI and their respective holdings in RCI Non-Voting Shares and
determined that 15 of the top 20 RWCI institutional shareholders were holders of
RCI Non-Voting Shares. Scotia Capital described the share price performance and
trading patterns for both the RWCI Restricted Voting Shares and the RCI
Non-Voting Shares since January 2001, including reviewing the two year
historical exchange ratio of RCI and RWCI relative to the 20-day moving average,
the implied exchange ratio paid for the AT&T Wireless stake and the exchange
ratio offered by RCI in its unsuccessful attempt to acquire the outstanding RWCI
Restricted Voting Shares not held by RCI and RCI Subco in 2001.

     Scotia Capital also estimated that a number of RWCI Restricted Voting
Shares, equivalent to approximately 90% of the RWCI Restricted Voting Shares not
held by RCI and RCI Subco, had traded on the TSX since November 2003 at a price
less than $40.00 per share.

PRELIMINARY FINANCIAL ANALYSIS

     Scotia Capital reviewed the preliminary BMO Nesbitt Burns valuation range
in the context of the Corporation's 52-week trading range on the TSX, consensus
research estimates and selected precedent transactions. Scotia Capital reviewed
the trading of the RWCI Restricted Voting Shares on the TSX over the last 52
weeks and noted that it was in the range of $25.75 to $46.71 per RWCI Restricted
Voting Share. Scotia Capital also informed the board of directors of RCI that,
at the time of its analysis, equity research analysts had established price
targets for RWCI Restricted Voting Share ranging from $47.00 to $65.00. In its
review of selected precedent transactions, Scotia Capital applied an
illustrative EBITDA multiple range of 8.0x to 10.0x to RWCI yielding an
illustrative pricing range of approximately $48.53 to $66.89 per RWCI Restricted
Voting Share. EBITDA was defined as the earnings before interest, taxes,
depreciation and amortization. Enterprise value was defined as the equity market
value of the subject company plus its net indebtedness, the value of its
preferred stock and the value of any minority interest in the applicable
company.

     In preparing its selected precedent transactions analysis, Scotia Capital
reviewed publicly available information with respect to recent transactions in
the wireless telecommunications industry in North America. For the purposes of

                                        41
<PAGE>

its analysis, Scotia Capital considered transactions where the target company
had significant cellular operations to be the most relevant and comparable. Such
transactions include those referred to in the table below.

<Table>
<Caption>
                                                                                                            ENTERPRISE VALUE
                                                                                                            ----------------
ANNOUNCE DATE            ACQUIROR                                     TARGET                                REVENUE   EBITDA
- -------------            --------                                     ------                                -------   ------
                                                                                                            (Last 12 Months)
<S>                      <C>                                          <C>                                   <C>       <C>
CANADIAN TRANSACTIONS
  20-Sep-04............  Rogers Wireless Communications Inc.          Microcell Telecommunications Inc.       2.4x    19.0x
  13-Sep-04............  Rogers Communications Inc.                   Rogers Wireless Communications Inc.     2.2x     7.3x
  21-Aug-00............  Telus Corp.                                  Clearnet Communications Inc.           14.4x     n.m.
  30-Jul-99............  BCE Inc.                                     BCE Mobile Communications               3.9x    16.0x
U.S. TRANSACTIONS
  17-Feb-04............  Cingular Wireless                            AT&T Wireless                           3.0x    10.5x
  15-Nov-00............  Verizon Wireless                             Price Communications Wireless           7.4x    13.7x
  27-Aug-00............  Deutsche Telekom                             Powertel Inc.                          18.7x     n.m.
  24-Jul-00............  Deutsche Telekom                             VoiceStream Wireless Corporation       12.7x     n.m.
</Table>

     In addition, Scotia Capital compared, using publicly available information,
selected financial information of the Corporation with similar information for
selected publicly traded wireless telecommunications companies located in Canada
and the United States.

     Scotia Capital also provided the board of directors of RCI with its views
as to offer strategy and timing, as well as to the potential reaction to the
Offer by holders of RCI Non-Voting Shares and RWCI Restricted Voting Shares.

AVAILABILITY OF VALUATION AND PRESENTATION

     A copy of the Valuation and Fairness Opinion is attached hereto as Schedule
"D". Copies of both the Valuation and Fairness Opinion and the Scotia Capital
presentation will be made available for inspection and copying by a Shareholder
or their representative designated in writing at the principal offices of RCI
during regular business hours.

PRIOR VALUATIONS

     RCI, after making reasonable enquiries of its directors and senior
officers, is unaware of any prior valuations, as defined in the Rules, of (i)
the RWCI Restricted Voting Shares, the Corporation or its material assets or
(ii) the RCI Non-Voting Shares, RCI or its material assets, that have been made
within 24 months preceding the date of the Offer. For this purpose, a prior
valuation means a valuation or appraisal that, if disclosed, would reasonably be
expected to affect the decision of a Shareholder to retain or dispose of RWCI
Restricted Voting Shares.

VALUATION OF RCI NON-VOTING SHARES

     RCI is required in connection with the Offer to include in this Circular a
formal valuation of the RWCI Restricted Voting Shares prepared by an independent
valuator under the supervision of a committee of independent directors of the
Corporation. That is a requirement of the Rules and the Shareholder Protection
Agreement. The inclusion of the Valuation in this Circular satisfies those
requirements. In addition, under the Rules, RCI is required, unless an exemption
is available, to include in this Circular a formal valuation of the RCI
Non-Voting Shares being issued as consideration under the Offer. In connection
with the Offer, RCI is relying upon an exemption from that requirement contained
in Rule 61-501 that is available because (i) there is a liquid market (as
defined in Rule 61-501) in the RCI Non-Voting Shares, (ii) the RCI Non-Voting
Shares being issued as consideration under the Offer constitute less than 25% of
the number of RCI Non-Voting Shares outstanding immediately before the Offer,
(iii) the RCI Non-Voting Shares being issued as consideration under the Offer
will be freely tradeable upon the completion of the Offer, (iv) as expressed,
and for the reasons stated in its Valuation, BMO Nesbitt Burns is of the opinion
that a formal valuation of the RCI Non-Voting Shares is not required, and (v)
RCI has indicated that it has no knowledge of any material information
concerning RCI or its securities that has not been generally disclosed. Policy
Q-27 provides an exemption from the obligation to prepare a formal valuation of
the RCI Non-Voting Shares on the same basis as is contained in Rule 61-501 (and
described above) except that Policy Q-27 limits the number of RCI Non-Voting
Shares which may be issued under that exemption to not more than 10% of the
number of RCI Non-Voting Shares outstanding immediately before the distribution
of RCI Non-Voting Shares under the Offer. RCI has applied for and obtained an
exemption from the obligation to prepare a formal valuation of the RCI
Non-Voting Shares under Policy Q-27 on the basis that the Offerors otherwise
comply with the Policy Q-27 exemption described above provided that the number
of RCI Non-Voting Shares to be distributed under the Offer is less than 25% of
the number of RCI Non-Voting Shares outstanding

                                        42
<PAGE>

immediately before the Offer. The number of RCI Non-Voting Shares to be issued
in connection with the Offer is approximately 15.48% of the number of RCI
Non-Voting Shares outstanding immediately prior to the Offer.

     RCI is required under the Shareholder Protection Agreement to have a formal
valuation of the RCI Non-Voting Shares being issued as consideration under the
Offer prepared by an independent valuator under the supervision of a committee
of independent directors of the Corporation. The valuation of the RCI Non-Voting
Shares contained in the Valuation satisfies that requirement.

     CERTAIN TRANSACTIONS AND RELATIONSHIPS BETWEEN RCI AND THE CORPORATION

     The Corporation and Rogers Wireless Inc. have entered into a number of
intercompany agreements with RCI and its other subsidiaries. These agreements
govern the management, commercial and cost-sharing arrangements that the
Corporation has with RCI and its other subsidiaries, including Rogers Cable Inc.
The Corporation has also entered into a number of agreements with AT&T Wireless,
which until October 13, 2004, held a 34.2% equity interest in the Corporation,
and other companies previously affiliated with AT&T Wireless. The AT&T Wireless
agreements principally relate to commercial matters. The RCI agreements and
arrangements are summarized below. Copies of agreements relating to certain of
the agreements described below, which RCI and the Corporation have determined
may be material, are included as Exhibits to the Offerors' tender offer
materials on Schedule TO.

     The Corporation monitors its intercompany and related party agreements to
ensure the agreements remain beneficial to it. The Corporation is continually
evaluating the expansion of existing arrangements and the entry into new
agreements. The Corporation's agreements with the Rogers group of companies have
historically focused on areas of operations in which joint or combined services
provide efficiencies of scale or other synergies. For example, beginning in late
2001, RCI began managing the customer call center operations of both the
Corporation and Rogers Cable Inc., with a goal of improving productivity,
increasing service levels and reducing cost.

     More recently, the Corporation's arrangements with RCI and its other
subsidiaries are increasingly focusing on sales and marketing activities. In
February 2004, the Board of Directors approved two additional arrangements
between Rogers Cable Inc. and the Corporation:

     -  DISTRIBUTION.  The Corporation will provide management services to
        Rogers Cable Inc. in connection with the distribution of Rogers Cable
        Inc.'s products and services through retail outlets and dealer channels
        and will also manage Rogers Cable Inc.'s e-commerce relationships. The
        Corporation also may manage other distribution relationships for Rogers
        Cable Inc. if mutually agreed by Rogers Cable Inc. and the Corporation.

     -  ROGERS BUSINESS SERVICES.  The Corporation will establish a division,
        Rogers Business Solutions, that will provide a single point of contact
        to offer the full range of the Corporation's products and services and
        Rogers Cable Inc.'s products and services to small and medium businesses
        and, in the case of telecommunication virtual private network services,
        to corporate business accounts and employees.

     The definitive terms and conditions of the agreements between Rogers Cable
Inc. and the Corporation relating to these arrangements will be subject to the
approval of the audit committee of the Board of Directors.

     In addition, the Corporation continues to look for other operations and
activities that the Corporation can share or jointly operate with other
companies within the Rogers group of companies. Specifically, the Corporation is
considering the expansion of intercompany arrangements relating to sales and
marketing activities as well as other arrangements that may result in greater
integration with other companies within the Rogers group of companies. The
Corporation is also presently considering with RCI the terms upon which the
Corporation and Rogers Cable Inc. may further outsource information technology
operations to RCI. The Corporation is also considering the terms upon which it
may provide billing and other services to Rogers Cable Inc. in connection with
its launch of local telephony services. The Corporation is presently carrying
out development work to support the launch of local telephony services by Rogers
Cable Inc. The Corporation is reimbursed for this work by Rogers Cable Inc. The
Corporation also provides billing services to Rogers Cable Inc. in connection
with the resale of long distance telephone service as part of Rogers Cable
Inc.'s bundles. In the future, market conditions may require the Corporation to
further strengthen its arrangements to better coordinate and integrate its sales
and marketing and operational activities with its affiliated companies. Any new
arrangements, including the new proposed arrangements described above, will be
entered into only if the Corporation believes such arrangements are in its best
interests.

                                        43
<PAGE>

                                RCI ARRANGEMENTS

     MANAGEMENT SERVICES AGREEMENT.  The Corporation has entered into a
management services agreement with RCI under which RCI provides executive,
administrative, financial, strategic planning, information technology and
various additional services to the Corporation. Those services relate to, among
other things, assistance with tax advice, Canadian regulatory matters, financial
advice (including the preparation of business plans and financial projections
and the evaluation of PP&E expenditure proposals), treasury services, service to
the Board of Directors and committees of such Board of Directors, and advice and
assistance on relationships with employee groups, internal audits, investor
relations, purchasing and legal services. In return for these services, the
Corporation has agreed to pay RCI fees equal to the greater of $8.0 million per
year (adjusted for changes in the Canadian Consumer Price Index from January 1,
1991) and an amount determined by both RCI and the independent directors serving
on the Corporation's Audit Committee. The Corporation also has agreed to
reimburse RCI for all out-of-pocket expenses incurred with respect to services
provided to it by RCI under the management services agreement.

     CALL CENTERS.  The Corporation is party to an agreement with RCI pursuant
to which RCI provides customer service functions through its call centers. The
Corporation pays RCI commissions for new subscriptions, products and service
options purchased by subscribers through the call centers. The Corporation
reimburses RCI for the cost of providing these services based on the actual
costs incurred. The Corporation is not obligated to pay additional amounts and
may receive a refund if costs, based on actual call volume multiplied by an
agreed upon cost per call rate, are higher than actual costs. In addition, the
Corporation owns the assets used in the provision of services. This agreement is
for an indefinite term and is terminable by either party upon 90 days' notice.

     INVOICING OF COMMON CUSTOMERS.  Pursuant to an agreement with Rogers Cable
Inc., the Corporation purchases the accounts receivable of Rogers Cable Inc. for
common subscribers who elect to receive a consolidated invoice. The Corporation
is compensated for costs of bad debts, billing costs and services and other
determinable costs by purchasing these receivables at a discount. The discount
is based on actual costs incurred for the services provided and is reviewed
periodically. This agreement is for a term of one year.

     ACCOUNTS RECEIVABLE.  RCI manages the Corporation's subscriber account
collection activities. The Corporation is responsible, however, for the costs
incurred in the collection and handling of its accounts.

     REAL ESTATE.  The Corporation leases, at market rates, office space to RCI
and RCI's subsidiaries. RCI also manages the real estate that the Corporation
leases or owns. The Corporation reimburses RCI for the costs it incurred based
on various factors, including the number of sites managed and employees
utilized.

     WIRELESS SERVICES.  The Corporation provides wireless services to RCI and
its subsidiaries. The fees the Corporation receives are based on actual usage at
market rates.

     DISTRIBUTION OF COMPANY'S PRODUCTS AND SERVICES.  The Corporation and
Rogers Cable Inc. have entered into an agreement for the sale of its products
and services through the Rogers Video retail outlets owned by Rogers Cable Inc.
The Corporation pays Rogers Cable Inc. commissions for new subscriptions
equivalent to amounts paid to third-party distributors.

     DISTRIBUTION OF ROGERS CABLE INC.'S PRODUCTS AND SERVICES.  The Corporation
has agreed to provide retail field support to Rogers Cable Inc. and to represent
Rogers Cable Inc. in the promotion and sales of their business products and
services. Under the retail field support agreement, its retail sales
representatives receive sales commissions for achieving sales targets with
respect to Rogers Cable Inc. products and services, the cost of which to it is
reimbursed by Rogers Cable Inc.

     TRANSMISSION FACILITIES.  The Corporation has entered into agreements with
Rogers Cable Inc. to share the construction and operating costs of certain
co-located fiber-optic transmission and microwave facilities. The costs of these
facilities are allocated based on usage or ownership as applicable. Since there
are significant fixed costs associated with these transmission links, the
Corporation has achieved economies of scale by sharing these facilities with
Rogers Cable Inc., resulting in reduced capital costs. In addition, the
Corporation receives payments from Rogers Cable Inc. for the use of its data,
circuits, data transmission and links. The price of these services is based on
usage.

     ADVERTISING.  The Corporation advertises its products and services through
radio stations and other media outlets owned by Rogers Media Inc. The
Corporation receives a discount from the customary rates of Rogers Media Inc.

     OTHER COST SHARING AND SERVICES AGREEMENTS.  The Corporation has entered
into other cost sharing and services agreements with RCI and its subsidiaries in
the areas of accounting, purchasing, human resources, accounts payable

                                        44
<PAGE>

processing, remittance processing, payroll processing, e-commerce, the RCI data
center and other common services and activities. Generally, these services are
provided to it and other RCI subsidiaries by RCI and have renewable terms of one
year and may be terminated by either party on 30 to 90 days notice. To the
extent that RCI incurs expenses and makes PP&E expenditures, these costs are
typically reimbursed by the Corporation, on a cost recovery basis, in accordance
with the services provided on its behalf by RCI.

     CORPORATE OPPORTUNITY.  The Corporation has agreed with RCI under a
business areas and transfer agreement that RCI will, subject to any required
regulatory, lender or other approvals, continue to conduct all of its wireless
telephone operations and related mobile communications businesses through the
Corporation. In July 1999, the business areas and transfer agreement was amended
to permit RCI and its subsidiaries, other than the Corporation, to resell the
wireless communications services and products that the Corporation may agree to
supply to RCI and its subsidiaries.

     RCI has also agreed with the Corporation that if RCI acquires, through one
or more transactions, a controlling interest in assets or operations that are
within the Corporation's permitted businesses, as described below, RCI will,
subject to any required regulatory, lender or other approvals, promptly offer to
transfer RCI's interest in those assets and operations to the Corporation for a
purchase price equal to RCI's cost, if readily determinable, or otherwise RCI's
determination of fair value of the assets, plus, in either case, costs and
expenses incurred by RCI in transferring the assets and operations to the
Corporation. If RCI's determination of fair value with respect to any such offer
is in excess of $10.0 million and if the Corporation's independent directors
disagree with such determination, then the fair value shall be determined by an
independent appraiser chosen by the independent directors of the Corporation.

     In order to reduce difficulties that may arise in allocating business
opportunities, the Corporation's Articles of Incorporation, as amended, provide
that, unless the holders of a majority of the RWCI Class A Shares otherwise
consent, it is prohibited from engaging, directly or indirectly through its
subsidiaries, in businesses other than (i) the business that it engaged in on
June 17, 1991 and (ii) mobile communications services. At present, RCI holds the
majority of the RWCI Class A Shares. Mobile communications services are defined
as communications services where either the terminal from which the
communications originated or on which the communications are alternately
received or both, are mobile radio communications devices (including, in each
case, mobile communications devices that are being used in a fixed mode). These
include, but are not limited to, wireless telephone equipment sales and related
services, paging and mobile voice/data equipment sales and related services,
local area personal communications networks and all activities reasonably
necessary or incidental thereto.

     In August 1999, as part of the JVII Shareholders Agreement, RCI irrevocably
consented to the Corporation and its subsidiaries carrying on wireline
telecommunications businesses outside of the cable territories operated by
affiliates of RCI, subject to the Corporation complying with its contractual and
other legal obligations to JVII. The foregoing limitations automatically
terminate and the Corporation may thereafter engage in any lawful business at
such time as RCI no longer holds, directly or indirectly, capital stock of the
Corporation representing 20% or more of the combined voting power of all of its
outstanding capital stock.

     The Corporation's Articles of Incorporation provide that neither it nor any
shareholder of the Corporation will have a claim against RCI or any director or
officer thereof, or of an affiliate, for a breach of a fiduciary duty on account
of a diversion of a corporate opportunity unless:

     -  the opportunity related solely to a business in which the Corporation is
        authorized to engage, and

     -  the Corporation's directors who are not affiliated with RCI have not
        disclaimed the opportunity by majority vote thereof.

     For purposes of the Corporation's Articles of Incorporation, "solely"
means, with respect to any entity, that 80% or more of its revenues or assets is
derived from or dedicated to businesses in which the Corporation is permitted to
engage. Notwithstanding such limitations on liability in the Corporation's
Articles of Incorporation, the Corporation's directors and officers are subject
to a statutory duty of good faith under the CBCA and this duty is not waived by
the provisions of the Corporation's Articles of Incorporation.

                                        45
<PAGE>

     SHAREHOLDER PROTECTION AGREEMENT.  The Corporation has entered into a
shareholder protection agreement with RCI that extends certain protections to
holders of RWCI Restricted Voting Shares. The Corporation has agreed with RCI
that:

     -  in respect of a "going-private transaction" involving the Corporation
        proposed by RCI or insiders, associates or affiliates thereof:

       -  a formal valuation of the RWCI Restricted Voting Shares will be
          prepared by an independent valuer,

       -  the consideration offered per share will not be less than the value or
          will be within or exceed the range of values per share arrived at in
          the formal valuation, and

       -  such transaction will be subject to approval by a majority of the
          votes cast by Minority Shareholders, and

     -  in respect of an issuer bid or insider bid made by RCI or any of its
        subsidiaries relating to the Corporation:

       -  a formal valuation will be prepared by an independent valuer, and

       -  the consideration offered per share to holders of the RWCI Restricted
          Voting Shares will not be less than 66 2/3% of the value (or of the
          midpoint of the range of values) arrived at in the formal valuation.

     The Corporation and RCI have also agreed under the terms of the Shareholder
Protection Agreement that a committee of independent directors of the
Corporation will be responsible for the selection of the independent valuer and
will review and report to the Board of Directors on any transaction. The Board
of Directors will be required to disclose its reasonable belief as to the
desirability or fairness of the transaction to holders of the RWCI Restricted
Voting Shares.

     The Shareholder Protection Agreement provides certain instances in which a
transaction is not subject to the valuation and minority approval requirements,
including if the price to be offered to all shareholders is arrived at through
arm's length negotiations with a selling holder of a sizeable block of the RWCI
Restricted Voting Shares, provided such holder had full knowledge and access to
information concerning the Corporation. Further, a going-private transaction
will not be subject to Minority Shareholder approval where 90% or more of the
outstanding RWCI Restricted Voting Shares are held by RCI or its affiliates. RCI
has agreed that, so long as RCI owns or controls shares representing 50% or more
of the voting interest of the shares of the Corporation, RCI will not vote any
of the RWCI Restricted Voting Shares which it may own or control with respect to
the election of the three directors to be elected by the holders of the RWCI
Restricted Voting Shares as a class.

     The provisions of the Shareholder Protection Agreement may not be waived or
amended by the Corporation or RCI without the approval of the Minority
Shareholders. The rights and obligations under the Shareholder Protection
Agreement are in addition to any applicable requirements of law and regulatory
authorities.

     RCI is complying fully with the terms of the Shareholder Protection
Agreement in connection with the Offer.

                                        46
<PAGE>

         SUMMARY OF THE CORPORATION'S CHARGES FROM (TO) RELATED PARTIES

     The following table provides a summary of the Corporation's all significant
charges from (to) related parties, which have been accounted for at exchange
amounts:

<Table>
<Caption>
                                                      FOR THE YEAR ENDED     FOR THE NINE MONTHS ENDED
                                                         DECEMBER 31,              SEPTEMBER 30,
                                                     --------------------    -------------------------
                                                       2003        2002         2004           2003
                                                     --------    --------    ----------     ----------
                                                                 (IN THOUSANDS OF DOLLARS)
<S>                                                  <C>         <C>         <C>            <C>
RCI:
Management fees....................................  $ 11,336    $ 11,006     $  8,757       $  8,502
Rent income........................................    (7,980)     (8,144)      (5,529)        (6,237)
Wireless services..................................      (978)        (79)        (886)          (539)
Cost of shared operating expenses..................   192,292     208,257      151,265        139,349
Additions to PP&E (1)..............................    24,656      37,418       17,780         14,489
                                                     --------    --------     --------       --------
                                                      219,326     248,458      171,387        155,564
CABLE:
Wireless equipment for resale......................   (14,926)    (10,116)     (12,182)        (9,343)
Subscriber activation commissions..................     9,511       8,817       14,643          6,941
Rent income........................................    (3,516)     (3,587)      (3,034)        (2,779)
Wireless services..................................    (2,355)     (2,214)      (2,398)        (1,782)
Consolidated billing services (2)..................    (1,499)       (655)      (2,886)        (1,015)
Transmission facilities usage......................       440         440        1,042            330
Charges for PP&E (1)...............................        --          --       (1,011)            --
                                                     --------    --------     --------       --------
                                                      (12,345)     (7,315)      (5,826)        (7,648)
MEDIA:
Advertising........................................     3,000       2,940        2,173          2,749
Rent income........................................    (8,493)     (1,881)      (8,425)        (5,985)
Wireless services..................................      (516)       (181)        (555)          (381)
                                                     --------    --------     --------       --------
                                                       (6,009)        878       (6,807)        (3,617)
                                                     --------    --------     --------       --------
AT&T WIRELESS: (3)
Roaming revenue....................................   (13,030)    (13,910)     (12,146)       (10,098)
Roaming expense....................................    13,628      18,028        8,977         10,868
Over-the-air activation services...................       292         680           31            234
                                                     --------    --------     --------       --------
                                                          890       4,798       (3,138)         1,004
                                                     --------    --------     --------       --------
                                                     $201,862    $246,819     $155,616       $145,303
                                                     ========    ========     ========       ========
</Table>

- ---------------

(1)  Additions to (charges for) PP&E related primarily to expenditures on
     information technology infrastructure and call center technologies.

(2)  Included in accounts receivable at September 30, 2004, is approximately
     $14.7 million related to amounts outstanding for Rogers Cable Inc. services
     included on consolidated bills to customers of the Corporation.

(3)  AT&T Wireless was a related party until October 13, 2004, on which date RCI
     closed its indirect purchase of AT&T Wireless' shares in the Corporation.
     See the "Recent Developments" in Schedule "B" hereto for a description of
     this transaction.

     The Corporation has entered into certain transactions with companies, the
partners or senior officers of which are directors of the Corporation or RCI.
During the years ended December 31, 2003 and 2002, total amounts paid by the
Corporation to these related parties for legal services and commissions paid on
premiums for insurance coverages aggregated $1.5 million and $1.7 million,
respectively, and for interest charges aggregated $12.0 million and $8.3
million, respectively. During the nine months ended September 30, 2004 and 2003,
total amounts paid by the Corporation to these related parties for legal
services and commissions paid on premiums for insurance coverages aggregated
$1.4 million and $1.2 million, respectively, and for interest charges aggregated
$5.6 million and $12.1 million, respectively.

                                        47
<PAGE>

   EFFECT OF THE OFFER ON THE MARKET FOR SECURITIES; PUBLIC DISCLOSURE BY THE
                     CORPORATION; EXCHANGE ACT REGISTRATION

EFFECT OF THE OFFER ON THE MARKET FOR RWCI RESTRICTED VOTING SHARES

     If the Offer is successful, the Offerors' current intention is to acquire
the RWCI Restricted Voting Shares of any holders who have not accepted the Offer
pursuant to a Compulsory Acquisition or Subsequent Acquisition Transaction. See
"ACQUISITION OF RWCI RESTRICTED VOTING SHARES NOT DEPOSITED" and "BACKGROUND TO
THE OFFER -- STRUCTURE OF THE TRANSACTION" in this Circular. If the Offerors
proceed with the acquisition of the RWCI Restricted Voting Shares not deposited
under the Offer, RCI intends that the RWCI Restricted Voting Shares will be
delisted from the TSX and the NYSE.

     From the time that the Offerors begin to take up RWCI Restricted Voting
Shares pursuant to the Offer, the liquidity and market value of the remaining
RWCI Restricted Voting Shares held by the public could be affected adversely.
The TSX or the NYSE could delist the RWCI Restricted Voting Shares if the
minimum listing requirements (including minimum requirements as to the number of
public security holders and the aggregate market value of the publicly held
securities) are not met.

PUBLIC DISCLOSURE BY THE CORPORATION

     After the purchase by the Offerors of the RWCI Restricted Voting Shares
under the Offer, the Corporation may cease to be subject to the public reporting
and proxy solicitation requirements of the CBCA and the securities laws of
certain provinces of Canada. Furthermore, it may be possible for the Corporation
to request the elimination of the public reporting requirements of any province
where a small number of securityholders reside. If permitted by applicable law,
subsequent to the completion of the Offer or a Compulsory Acquisition or
Subsequent Acquisition Transaction, RCI intends to cause the Corporation to
cease to be a reporting issuer under the securities laws of each province.

EXCHANGE ACT REGISTRATION

     The RWCI Restricted Voting Shares are currently registered under the
Exchange Act. A registration in respect of the RWCI Restricted Voting Shares may
be terminated upon application of the Corporation to the SEC if the RWCI
Restricted Voting Shares are not listed on a U.S. national securities exchange
or quoted on the Nasdaq Stock Market and there are fewer than 300 holders of
record of the RWCI Restricted Voting Shares resident in the United States. The
termination of registration of the RWCI Restricted Voting Shares under the
Exchange Act would substantially reduce the information required to be furnished
by the Corporation to holders of its RWCI Restricted Voting Shares under United
States federal securities laws and to the SEC and would make certain provisions
of the Exchange Act no longer applicable to the Corporation. Furthermore, the
ability of "affiliates" (as defined under Rule 144 of the 1933 Act) of the
Corporation and Persons holding "restricted securities" of the Corporation to
dispose of such securities pursuant to Rule 144 of the 1933 Act may be impaired
or eliminated. RCI intends to seek to cause the Corporation to apply for
termination of registration of the RWCI Restricted Voting Shares under the
Exchange Act as soon after the completion of the Offer as the requirements for
such termination are met. If registration of the RWCI Restricted Voting Shares
under the Exchange Act is terminated, the RWCI Restricted Voting Shares will no
longer be "margin securities" or be eligible for listing on a U.S. national
securities exchange or eligible for trading on the Nasdaq Stock Market. The RWCI
Restricted Voting Shares are currently listed on the NYSE.

           ACQUISITION OF RWCI RESTRICTED VOTING SHARES NOT DEPOSITED

COMPULSORY ACQUISITION

     If within 120 days after the date of the Offer, the Offer has been accepted
by holders of not less than 90% of the RWCI Restricted Voting Shares, other than
RWCI Restricted Voting Shares held at the date of the Offer by or on behalf of
the Offerors and their affiliates and associates (as such terms are defined in
the CBCA), and the Offerors acquire such Deposited Shares, the Offerors intend
to acquire the RWCI Restricted Voting Shares held by each Shareholder who did
not accept the Offer, and any Person who subsequently acquires any RWCI
Restricted Voting Shares from such a holder (each such holder and each such
Person being hereinafter referred to as an "Offeree") on the same terms and at
the same price for which the RWCI Restricted Voting Shares were acquired under
the Offer, pursuant to the provisions of Section 206 of the CBCA (a "Compulsory
Acquisition").

                                        48
<PAGE>

     To exercise such statutory right, the Offerors must give notice (the "206
Notice") to each Offeree and to the Director under the CBCA of such proposed
acquisition on or before the earlier of 60 days from the Expiry Time and 180
days from the date of the Offer. Within 20 days of giving the 206 Notice, the
Offerors must reserve the consideration they would have to pay or transfer to
the Offerees if they had elected to accept the Offer, to be held in trust for
the Offerees. In accordance with Section 206 of the CBCA, within 20 days after
receipt of the 206 Notice, each Offeree must send the certificates representing
RWCI Restricted Voting Shares held by such Offeree to the Corporation and must
elect either to transfer such RWCI Restricted Voting Shares to the Offerors on
the terms of the Offer or to demand payment of the fair value of such shares
held by such holder by so notifying the Offerors within 20 days after the
Offeree receives the 206 Notice. An Offeree who does not, within 20 days after
the Offeree receives the 206 Notice, notify the Offerors that the Offeree is
electing to demand payment of the fair value of the Offeree's RWCI Restricted
Voting Shares is deemed to have elected to transfer such RWCI Restricted Voting
Shares to the Offerors on the same terms that the Offerors acquired RWCI
Restricted Voting Shares from holders of RWCI Restricted Voting Shares who
accepted the Offer. If an Offeree has elected to demand payment of the fair
value of such RWCI Restricted Voting Shares, the Offerors may apply to a court
having jurisdiction to hear an application to fix the fair value of such RWCI
Restricted Voting Shares of such Offeree. If the Offerors fail to apply to such
court within 20 days after it made the payment or transferred the consideration
referred to above to the Corporation, the Offeree may then apply to the court
within a further period of 20 days to have the court fix the fair value. If
there is no such application made by the Offeree within such period, the Offeree
will be deemed to have elected to transfer such RWCI Restricted Voting Shares to
the Offerors on the terms that the Offerors acquired RWCI Restricted Voting
Shares from holders of RWCI Restricted Voting Shares who accepted the Offer. Any
judicial determination of the fair value of RWCI Restricted Voting Shares could
be more or less than the consideration paid pursuant to the Offer.

     If an Offeree did not receive the 206 Notice, such Offeree may, within 90
days from the Expiry Time, require the Offerors to acquire its RWCI Restricted
Voting Shares, provided that the Offerors shall acquire such RWCI Restricted
Voting Shares on the same terms under which the Offerors acquired RWCI
Restricted Voting Shares under the Offer. If a Shareholder did not receive the
Offer, such Shareholder may, within 90 days after the later of (i) the Expiry
Time and (ii) the date on which such Shareholder learned of the Offer, require
the Offerors to acquire its RWCI Restricted Voting Shares, provided that the
Offerors shall acquire such RWCI Restricted Voting Shares on the same terms
under which the Offerors acquired RWCI Restricted Voting Shares under the Offer.

     The foregoing is a summary only of the right of Compulsory Acquisition
which may become available to the Offerors and each Offeree and is qualified in
its entirety by the provisions of Sections 206 and 206.1 of the CBCA. Holders of
RWCI Restricted Voting Shares who wish to be better informed about the
provisions of Sections 206 and 206.1 of the CBCA should consult their legal
advisors. See "MATERIAL CANADIAN FEDERAL INCOME TAX CONSIDERATIONS" and
"MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS" in this Circular,
respectively, for a discussion of the tax consequences to holders of RWCI
Restricted Voting Shares in the event of a Compulsory Acquisition.

SUBSEQUENT ACQUISITION TRANSACTIONS

     If after completion of the Offer, the right of Compulsory Acquisition is
not available for any reason, but the Offerors and their affiliates are the
holders of 90% or more of the RWCI Restricted Voting Shares, the Offerors
currently intend to acquire, directly or indirectly, at the same price per RWCI
Restricted Voting Share as under the Offer, all of the RWCI Restricted Voting
Shares not purchased by the Offerors under the Offer in accordance with
applicable law by way of a Subsequent Acquisition Transaction. In order to
effect a Subsequent Acquisition Transaction, the Offerors would seek to cause a
special meeting of the holders of shares of the relevant class(es) to be called
to consider an amalgamation, statutory arrangement, capital reorganization,
consolidation or other transaction involving the Offerors and/or the holders of
shares of the relevant class(es) for the purpose of the Corporation becoming,
directly or indirectly, a wholly-owned subsidiary of RCI or an affiliate (a
"Subsequent Acquisition Transaction"). In the event that the Offerors do not
acquire sufficient RWCI Restricted Voting Shares in order to carry out a
Subsequent Acquisition Transaction in accordance with the foregoing but RCI
subsequently becomes the holder of 90% or more of the outstanding RWCI
Restricted Voting Shares, RCI may at that time decide to initiate a Subsequent
Acquisition Transaction. Based on RWCI Restricted Voting Shares outstanding on
November 22, 2004, if the Offerors acquire at least 2,334,526 RWCI Restricted
Voting Shares and RCI converts at least 62,819,371 of its RWCI Class A Shares
into RWCI Restricted Voting Shares (and assuming all exercisable RWCI Options
are exercised), RCI would become the holder of 90% of the outstanding RWCI
Restricted Voting Shares. RCI currently

                                        49
<PAGE>

intends to make that conversion and to initiate a Subsequent Acquisition
Transaction under which the Offerors would acquire all of the remaining RWCI
Restricted Voting Shares held by Minority Shareholders for the same
consideration as provided in the Offer. While it is RCI's current intention in
connection with a Subsequent Acquisition Transaction to convert approximately
62,819,371 RWCI Class A Shares into RWCI Restricted Voting Shares if RCI
acquires at least 2,334,526 RWCI Restricted Voting Shares under the Offer, RCI
reserves the absolute discretion to decide whether or not to do so.

     Each type of Subsequent Acquisition Transaction described above would be a
"business combination" or "going private transaction" within the meaning of
applicable Canadian securities legislation and regulations (collectively the
"Regulations"), Rule 61-501, Policy Q-27 and the Shareholder Protection
Agreement. In certain circumstances, the provisions of Rule 61-501 and Policy
Q-27 may also deem certain types of Subsequent Acquisition Transactions to be
"related party transactions." However, if the Subsequent Acquisition Transaction
is a "business combination" carried out in accordance with Rule 61-501 or an
exemption therefrom and a "going private transaction" carried out in accordance
with Policy Q-27 or an exemption therefrom, the "related party transaction"
provisions of Rule 61-501 and Policy Q-27 do not apply to such transaction. RCI
intends to carry out any Subsequent Acquisition Transaction in accordance with
Rule 61-501 and Policy Q-27, or any successor provisions, or exemptions
therefrom, such that the related party transaction provisions of Rule 61-501 and
Policy Q-27 will not apply thereto.

     The Regulations, Rule 61-501 and Policy Q-27 provide that, unless exempted,
a corporation proposing to carry out a business combination or going private
transaction is required to prepare a valuation of the affected securities (and
any non-cash consideration being offered therefor, subject to certain
exceptions) and provide to the holders thereof a summary of such valuation or
the entire valuation. The Shareholder Protection Agreement imposes similar
requirements on the Offerors . If the Offerors initiate a Subsequent Acquisition
Transaction, the Offerors intend to use the Valuation for this purpose.

     Rule 61-501, Policy Q-27 and the Shareholder Protection Agreement provide
in effect that, in addition to any other required security holder approval, in
order to complete a business combination or going private transaction, the
approval of a simple majority of the votes cast by Minority Shareholders of the
RWCI Restricted Voting Shares must be obtained. In certain circumstances, the
Shareholder Protection Agreement requires approval by 66 2/3 of the votes cast
by Minority Shareholders. However, if the Offerors and their affiliates are the
owners of 90% or more of the RWCI Restricted Voting Shares, the requirement
under Rule 61-501, Policy Q-27 and the Shareholder Protection Agreement for
minority approval would not apply to the transaction if a statutory dissent and
appraisal remedy is available or a substantially equivalent enforceable right is
made available to the Minority Shareholders. It is the Offerors' intention that
such a dissent and appraisal remedy would be available to Minority Shareholders
in connection with a Subsequent Acquisition Transaction.

     If the Offerors decide not to propose a Subsequent Acquisition Transaction,
RCI will evaluate its other alternatives. Such alternatives could include, to
the extent permitted by applicable law, purchasing additional RWCI Restricted
Voting Shares in the open market, in privately negotiated transactions,
converting RWCI Class A Shares into RWCI Restricted Voting Shares or taking no
further action to acquire additional RWCI Restricted Voting Shares. Any
additional purchases of RWCI Restricted Voting Shares could be at a price
greater than, equal to or less than the price to be paid for RWCI Restricted
Voting Shares under the Offer and could be for cash and/or securities or other
consideration. Alternatively, RCI may sell or otherwise dispose of any of its
RWCI Class A Shares and RWCI Restricted Voting Shares. Such transactions may be
effected on terms and at prices then determined by RCI, which may vary from the
terms and the price paid for RWCI Restricted Voting Shares under the Offer.

     Any Subsequent Acquisition Transaction may also result in registered
holders of RWCI Restricted Voting Shares under Section 190 of the CBCA, having
the right to dissent and demand payment of the fair value of their RWCI
Restricted Voting Shares. If the statutory procedures are complied with, this
right could lead to a judicial determination of the fair value required to be
paid to such dissenting shareholders for their RWCI Restricted Voting Shares.
The fair value of the RWCI Restricted Voting Shares so determined could be more
or less than the consideration paid per RWCI Restricted Voting Share pursuant to
the Subsequent Acquisition Transaction or the Offer. Any such judicial
determination of the fair value of the RWCI Restricted Voting Shares could be
based upon considerations other than, or in addition to, the market price of the
RWCI Restricted Voting Shares.

     The tax consequences to a holder of RWCI Restricted Voting Shares of a
Subsequent Acquisition Transaction may differ from the tax consequences to such
holder of accepting the Offer. See "MATERIAL CANADIAN FEDERAL

                                        50
<PAGE>

INCOME TAX CONSIDERATIONS" and "MATERIAL UNITED STATES FEDERAL INCOME TAX
CONSIDERATIONS", in this Circular, respectively.

     Shareholders should consult their legal advisors for a determination of
their legal rights (including any rights of dissent) with respect to a
Subsequent Acquisition Transaction if and when such a transaction is proposed.

JUDICIAL DEVELOPMENTS

     Certain judicial decisions may be considered relevant to any going private
transaction that may be proposed or effected subsequent to the expiry of the
Offer. Canadian courts have, in a few instances prior to the adoption of Rule
61-501 and Policy Q-27 (or similar policies of Canadian securities regulators),
granted preliminary injunctions to prohibit transactions involving certain going
private transactions. The current trend in both legislation and Canadian
jurisprudence is toward permitting going private transactions to proceed,
subject to evidence of procedural and substantive fairness in the treatment of
minority shareholders. Compliance with the provisions of Rule 61-501 and Policy
Q-27 is generally viewed as providing procedural and substantive fairness to
minority shareholders.

                            OWNERSHIP OF SECURITIES

     To the knowledge of the Offerors, no Person beneficially owns, or exercises
control or direction over any class of equity securities of the Corporation
other than RCI, a corporation controlled by Edward S. Rogers, O.C., and certain
corporations owned or controlled directly or indirectly by him and trusts for
the benefit of Mr. Rogers and his family. RCI, directly and indirectly,
beneficially owns or controls 62,820,371 RWCI Class A Shares, representing 100%
of the issued and outstanding RWCI Class A Shares, and 64,911,816 RWCI
Restricted Voting Shares, representing 80.6% of the issued and outstanding RWCI
Restricted Voting Shares, which together represent 97.8% of the total votes
attaching to all voting shares of the Corporation currently issued and
outstanding.

     Apart from as disclosed in this section, no director or senior officer of
an Offeror nor, to the knowledge of the Offerors after reasonable enquiry, any
associate of the directors or senior officers of an Offeror or any Person
holding more than 10% of any class of equity securities of RCI or any Person
acting jointly or in concert with the Offerors, beneficially owns or exercises
control or direction over any of the securities of the Corporation at the date
of this Circular.

     The following table sets out the approximate number of securities of the
Corporation that each director and senior officer of the Offerors has advised
are beneficially owned, directly or indirectly, or subject to control or
direction by that person at the date of this Circular.

<Table>
<Caption>
                                                                         PERCENTAGE OF
                                                      NUMBER OF           OUTSTANDING
                                                   RWCI RESTRICTED      RWCI RESTRICTED         NUMBER OF
                                                    VOTING SHARES        VOTING SHARES          DIRECTORS'
                                                   (INCLUDING RWCI     (ASSUMING EXERCISE     DEFERRED SHARE
NAME OF DIRECTOR OR SENIOR OFFICER                  OPTIONS) (2)      OF ALL RWCI OPTIONS)      UNITS (3)
- ----------------------------------                 ---------------    --------------------    --------------
<S>                                                <C>                <C>                     <C>
Alexander R. Brock...............................         9,725         less than 1%              Nil
H. Garfield Emerson Q.C. ........................        23,400         less than 1%              Nil
Thomas I. Hull...................................        20,200         less than 1%           1,930.73
Robert W. Korthals...............................        12,500         less than 1%              Nil
Nadir H. Mohamed.................................       434,525         less than 1%              Nil
The Hon David R. Peterson P.C., Q.C. ............        22,600         less than 1%           2,851.86
Edward S. Rogers O.C. (1)........................    64,911,816             80.9                  Nil
Edward Rogers....................................         5,500         less than 1%              Nil
Loretta A. Rogers................................        24,600         less than 1%            583.42
Melinda M. Rogers................................         1,000         less than 1%              Nil
Thomas A. Turner, Jr.............................         6,850         less than 1%              Nil
John Christopher Counsel Wansbrough..............         3,600         less than 1%              Nil
</Table>

- ---------------

(1)  Through RCI, Edward S. Rogers, O.C., owns or exercises control or direction
     over 62,820,371 RWCI Class A Shares, representing 100% of the outstanding
     RWCI Class A Shares.

(2)  Includes RWCI Options where the exercise price is greater than the current
     market price of the RWCI Restricted Voting Shares.

(3)  The Corporation implemented a Directors' Deferred Share Unit Plan under
     which 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 RWCI Restricted
     Voting Share at the commencement of the relevant fiscal quarter. A DDSU is
     a bookkeeping entry credited to the account of

                                        51
<PAGE>

     an individual director, which cannot be converted to cash until the
     director ceases to be a member of the Board of Directors and its
     subsidiaries. The value of a DDSU, when converted to cash, will be
     equivalent to the market value of a RWCI Restricted Voting Share at the
     time the conversion takes place. DDSUs will attract dividends in the form
     of additional DDSUs at the same rate as dividends on RWCI Restricted Voting
     Shares.

                    TRADING IN SECURITIES OF THE CORPORATION

     No securities of the Corporation have been traded during the six-month
period preceding the date of the Offer by the Offerors or by directors or senior
officers of the Offerors or, to the knowledge of the directors and senior
officers of the Offerors, by associates or affiliates of the Offerors or by
associates of the directors or senior officers of the Offerors or any Person
acting jointly or in concert with the Offerors or by any Person who beneficially
owns, directly or indirectly, more than 10% of any class of equity securities of
RCI or any pension, profit-sharing or similar plan of an Offeror or the
Corporation except the following:

<Table>
<Caption>
                                                             NO. OF RWCI
                                                          RESTRICTED VOTING       NO. OF RWCI
                                                               SHARES          RESTRICTED VOTING      PRICE
PARTY                                    TRADE DATE           PURCHASED           SHARES SOLD       PER SHARE
- -----                                 ----------------    -----------------    -----------------    ---------
<S>                                   <C>                 <C>                  <C>                  <C>
Alexander Richard Ian Brock.........  June 24, 2004              29,175(1)                          $20.7400
Alexander Richard Ian Brock.........  June 24, 2004                                   29,175        $35.6000
Anna M. Day.........................  May 20, 2004                  650(1)                          $16.8800
Anna M. Day.........................  May 20, 2004                                       650        $34.7500
Harry Garfield Emerson..............  June 17, 2004               4,000(1)                          $32.7500
Harry Garfield Emerson..............  June 17, 2004                                    3,900        $35.0000
Harry Garfield Emerson..............  June 17, 2004                                      100        $35.0500
Thomas Ian Hull.....................  June 22, 2004               6,000(1)                          $32.7500
Thomas Ian Hull.....................  June 22, 2004                                      600        $35.5200
Thomas Ian Hull.....................  June 22, 2004                                    2,500        $35.4700
Thomas Ian Hull.....................  June 22, 2004                                    2,900        $35.3000
JVII General Partnership............  October 13, 2004       27,647,888(3)                               n/a
JVII General Partnership............  October 13, 2004                            48,594,172(2)     $36.3700
Nadir H. Mohamed....................  July 22, 2004              15,275(1)                          $16.8800
Nadir H. Mohamed....................  July 22, 2004                                   15,275        $38.2549
David Robert Peterson...............  June 10, 2004               1,800(1)                          $28.4100
David Robert Peterson...............  June 10, 2004                                    1,800        $35.0000
David Robert Peterson...............  June 18, 2004               6,000(1)                          $32.7500
David Robert Peterson...............  June 18, 2004                                    1,500        $34.9300
David Robert Peterson...............  June 18, 2004                                      400        $34.9400
David Robert Peterson...............  June 18, 2004                                      100        $34.9800
David Robert Peterson...............  June 18, 2004                                    3,500        $35.0000
David Robert Peterson...............  June 18, 2004                                      500        $35.1000
Rogers Communications Inc...........  October 13, 2004       48,594,172(2)                          $36.3700
Edward Rogers.......................  July 22, 2004               7,500(1)                          $15.6100
Edward Rogers.......................  July 22, 2004               5,000(1)                          $11.8200
Edward Rogers.......................  July 22, 2004                                   12,500        $38.2500
Loretta A. Rogers...................  June 25, 2004               6,000(1)                          $32.7500
</Table>

<Table>
<Caption>
                                                                                 NO. OF RWCI
                                                         NO. OF RWCI CLASS A    CLASS A SHARES      PRICE
PARTY                                   TRADE DATE        SHARES PURCHASED           SOLD         PER SHARE
- -----                                ----------------    -------------------    --------------    ---------
<S>                                  <C>                 <C>                    <C>               <C>
JVII General Partnership...........  October 13, 2004                             27,647,888(3)      n/a
</Table>

- ---------------

(1)  RWCI Restricted Voting Shares acquired through exercise of options.

(2)  See Schedule "A" hereto, "Recent Developments -- RCI's Purchase of RWCI
     Restricted Voting Shares".

(3)  Pursuant to conversion of RWCI Class A Shares into RWCI Restricted Voting
     Shares in connection with the sale of 48,594,172 RWCI Restricted Voting
     Shares from AT&T Wireless to RCI Subco. See Schedule "A" hereto, "Recent
     Developments -- RCI's Purchase of RWCI Restricted Voting Shares".

                                        52
<PAGE>

     Except as disclosed above, the Offerors have not purchased any securities
of the Corporation during the twenty-four months preceding the date of the
Offer.

                   ARRANGEMENTS, AGREEMENTS OR UNDERSTANDINGS

     There are no arrangements or agreements made or proposed to be made between
the Offerors and any of the directors or senior officers of the Corporation and
no payments or other benefits are proposed to be made or given by way of
compensation for loss of office or as to such directors or senior officers
remaining in or retiring from office. There are no contracts, arrangements or
understandings, formal or informal, between the Offerors and any security holder
of the Corporation with respect to the Offer or between the Offerors and any
person or company with respect to any securities of the Corporation in relation
to the Offer.

                           TREATMENT OF RWCI OPTIONS

     Subject to the receipt of any necessary regulatory approval, RCI intends to
offer to holders of RWCI Options the right to exchange such options for RCI
Options entitling the holders thereof to acquire RCI Non-Voting Shares on terms
equivalent to those attaching to the existing RWCI Options. Holders of currently
exercisable RWCI Options are entitled to exercise such options and to tender to
the Offer the RWCI Restricted Voting Shares so issued, provided such Persons
comply with the terms and conditions of the Offer.

                    ACCEPTANCE AND RECOMMENDATIONS OF OTHERS

     Each of the directors and senior officers of the Offerors and the
Corporation, exercising control or direction over any RWCI Restricted Voting
Shares, has indicated to the Corporation that he or she intends to tender all of
his or her RWCI Restricted Voting Shares to the Offer.

     To the best of RCI's knowledge, none of the directors and senior officers
of RCI and the Corporation exercising control or direction over any RWCI
Restricted Voting Shares, or any affiliate of RCI or the Corporation, has made
any public recommendation with respect to the Offer.

              COMMITMENTS TO ACQUIRE SECURITIES OF THE CORPORATION

     Other than the Offer and as disclosed herein, the Offerors do not have and,
to the knowledge of the Offerors, after reasonable enquiry, no director or
senior officer of the Offerors, any of their respective associates, any Person
holding more than 10% of any class of equity securities of the Corporation or
any Person acting jointly or in concert with the Offerors, has any commitment to
acquire equity securities of the Corporation.

                            BENEFITS FROM THE OFFER

     Other than as disclosed herein, no Person named under "OWNERSHIP OF
SECURITIES" in this Circular, will receive any direct or indirect benefit from
accepting or refusing to accept the Offer, other than the consideration
available to any Shareholder who deposits shares to the Offer.

                     MATERIAL CHANGES AND OTHER INFORMATION

     The Offerors are not aware of any information which indicates that a
material change has occurred in the affairs of the Corporation or the Offerors
since the date of the last published financial statements of the Corporation and
RCI other than as has been publicly disclosed by the Corporation or the Offerors
or as disclosed in this Circular. The Offerors have no knowledge of any other
matter that has not previously been generally disclosed and which would
reasonably be expected to affect the decision of Shareholders to accept or
reject the Offer.

                      PREVIOUS DISTRIBUTIONS AND PURCHASES

     During the last five years, the Corporation distributed RWCI Restricted
Voting Shares (other than RWCI Restricted Voting Shares issued upon the exercise
of RWCI Options or through the ESPP) as follows:

     (a)   On April 19, 2001, the Corporation completed a rights offering with
           respect to RWCI Restricted Voting Shares pursuant to which it issued
           RWCI Restricted Voting Shares for $422.6 million or $22.41 per RWCI
           Restricted Voting Share; and

                                        53
<PAGE>

     (b)   During 1999, the Corporation issued to a partnership owned by AT&T
           Wireless (through JVII), Convertible Series B Preference Shares,
           convertible into RWCI Restricted Voting Shares and Convertible Series
           A Preference Shares, convertible into RWCI Class A Shares, for
           $963,888,862 or $34.70 per share. Effective March 1, 2001, the
           Corporation redeemed all outstanding Convertible Series B Preference
           Shares and Convertible Series A Preference Shares in exchange for the
           issuance, on a one-for-one basis, of RWCI Restricted Voting Shares
           and RWCI Class A Shares, respectively. All of such shares were
           indirectly acquired by RCI from AT&T Wireless on October 13, 2004 as
           disclosed under "BACKGROUND TO THE OFFER" in this Circular.

     The Corporation has not purchased any of its equity securities during the
twenty-four months preceding the date of the Offer.

        PRICE RANGE AND TRADING VOLUME OF RWCI RESTRICTED VOTING SHARES

     The RWCI Restricted Voting Shares are listed for trading on the TSX and the
NYSE. The following table sets forth, for the periods indicated, the high and
low sales prices and aggregate volume of the RWCI Restricted Voting Shares on
the TSX and the NYSE.

<Table>
<Caption>
                                                        TSX                          NYSE
                                            ---------------------------   ---------------------------
MONTH                                        HIGH     LOW      VOLUME      HIGH     LOW      VOLUME
- -----                                       ------   ------   ---------   ------   ------   ---------
                                                                               (in U.S. dollars)
<S>                                         <C>      <C>      <C>         <C>      <C>      <C>
November 2003.............................  $28.50   $25.00   1,302,104   $21.73   $19.12     304,200
December 2003.............................   29.50    26.00     960,158    22.28    19.96     238,800
January 2004..............................   37.20    27.55   1,642,912    29.20    21.35     677,400
February 2004.............................   36.83    33.00   1,267,250    27.51    24.81     327,400
March 2004................................   35.00    32.25     985,277    26.51    24.28     230,100
April 2004................................   37.38    33.30   1,751,565    27.38    24.21     334,200
May 2004..................................   37.39    30.45   2,108,392    27.34    22.10     419,600
June 2004.................................   36.81    34.85   1,232,440    27.37    25.35     165,300
July 2004.................................   39.85    35.53   1,368,043    30.14    27.00     648,500
August 2004...............................   40.70    38.50     694,570    30.61    28.80     439,200
September 2004............................   41.79    35.43   1,734,703    32.17    27.43     405,800
October 2004..............................   46.71    39.51     694,761    38.30    31.34     188,500
November 1 -- November 11, 2004...........   49.75    41.31   1,859,100    44.30    34.15     327,400
2002
4th Quarter...............................   17.00     6.00   5,959,007    10.80     3.90     353,900
2003
1st Quarter...............................   17.45    13.06   2,567,710    11.53     8.81     259,300
2nd Quarter...............................   23.50    15.44   1,940,264    17.45    10.47     268,600
3rd Quarter...............................   24.50    20.60   1,384,357    17.43    14.90     192,100
4th Quarter...............................   29.50    21.21   4,108,629    22.28    15.63     897,000
2004
1st Quarter...............................   37.20    27.55   3,895,439    29.20    21.35   1,234,700
2nd Quarter...............................   37.39    30.45   5,092,397    27.38    22.10     919,100
3rd Quarter...............................   41.79    35.43   3,797,316    32.17    27.00   1,489,100
</Table>

- ---------------

Source: The TSX and the NYSE.

     The closing prices of the RWCI Restricted Voting Shares on the TSX and the
NYSE on November 10, 2004, the last trading day prior to RCI's announcement of
its intention to make the Offer, were C$43.17 and U.S.$36.28, respectively.

                                        54
<PAGE>

            PRICE RANGE AND TRADING VOLUME OF RCI NON-VOTING SHARES

     The RCI Non-Voting Shares are listed for trading on the TSX and the NYSE.
The following table sets forth, for the periods indicated, the high and low
sales prices and aggregate volume of the RCI Non-Voting Shares on the TSX and
the NYSE.

<Table>
<Caption>
                                                       TSX                           NYSE
                                           ----------------------------   ---------------------------
MONTH                                       HIGH     LOW       VOLUME      HIGH     LOW      VOLUME
- -----                                      ------   ------   ----------   ------   ------   ---------
                                                                               (in U.S. dollars)
<S>                                        <C>      <C>      <C>          <C>      <C>      <C>
November 2003............................  $21.95   $19.73   10,915,619   $16.82   $15.23     575,700
December 2003............................   22.03    19.53   11,360,701    17.01    15.07     462,500
January 2004.............................   25.90    21.36   21,745,853    19.66    16.60   1,033,300
February 2004............................   27.60    24.55   14,027,957    20.76    18.39     643,100
March 2004...............................   25.80    22.75   11,029,891    19.46    17.19     582,200
April 2004...............................   26.00    22.50   12,137,909    19.82    16.50     628,400
May 2004.................................   26.51    22.90   11,755,466    19.50    16.49     275,000
June 2004................................   26.50    23.64   12,139,424    19.67    17.59     327,600
July 2004................................   25.25    23.43    8,191,689    19.05    17.74     284,600
August 2004..............................   24.52    22.30    6,020,330    18.62    17.05     244,400
September 2004...........................   25.87    22.82   17,818,495    20.29    17.58     677,300
October 2004.............................   28.20    25.50   16,179,535    23.12    20.05     301,200
November 1 -- November 11, 2004..........   29.05    27.01    8,853,600    25.31    22.76     647,500
2002
4th Quarter..............................   16.83     8.54   55,506,557    10.80     5.36   4,715,600
2003
1st Quarter..............................   16.28    12.70   57,060,687    11.06     8.35   3,823,300
2nd Quarter..............................   22.24    15.52   60,499,575    16.38    10.54     794,700
3rd Quarter..............................   23.00    19.46   51,821,327    16.52    13.98   1,275,400
4th Quarter..............................   22.03    18.46   49,306,361    17.01    13.84   1,749,200
2004
1st Quarter..............................   27.60    21.36   46,803,701    20.76    16.60   2,258,600
2nd Quarter..............................   26.51    22.50   36,032,799    19.82    16.49   1,231,000
3rd Quarter..............................   25.87    22.30   32,030,514    20.29    17.05   1,206,300
</Table>

- ---------------

Source: The TSX and the NYSE.

     The closing prices of the RCI Non-Voting Shares on the TSX and the NYSE (i)
on November 10, 2004, the last trading day prior to RCI's announcement of its
intention to make the Offer, were C$28.70 and U.S.$24.05, respectively and (ii)
on November 23, 2004 were C$28.95 and U.S.$24.48, respectively.

              MATERIAL CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

     In the opinion of Torys LLP, counsel to RCI, the following summary fairly
presents the principal consequences under the Tax Act generally applicable to
Shareholders who dispose of their RWCI Restricted Voting Shares pursuant to the
Offer or pursuant to certain transactions described in "ACQUISITION OF RWCI
RESTRICTED VOTING SHARES NOT DEPOSITED" in this Circular.

     The summary is based upon the current provisions of the Tax Act, the
regulations thereunder and counsel's understanding of the current administrative
practices of the CRA, and takes into account all specific proposals to amend the
Tax Act and the regulations that have been publicly announced by the Minister of
Finance prior to the date hereof, but does not otherwise take into account or
anticipate any changes in law, whether by judicial, governmental or legislative
decision or action, or changes in administrative practices of the CRA. This
summary does not take into account the tax legislation of any province or
territory of Canada or any non-Canadian jurisdiction. Provisions of provincial
income tax legislation vary from province to province in Canada and in some
cases differ from federal income tax legislation.

                                        55
<PAGE>

     The Tax Act contains certain provisions relating to securities held by
certain financial institutions (the "mark-to-market rules"). This summary does
not take into account the mark-to-market rules and Shareholders that are
financial institutions for the purpose of those rules should consult their own
tax advisers.

     THE FOLLOWING SUMMARY IS OF A GENERAL NATURE ONLY AND IS NOT INTENDED TO
BE, NOR SHOULD IT BE CONSTRUED TO BE, LEGAL OR TAX ADVICE TO ANY PARTICULAR
SHAREHOLDER. ACCORDINGLY, SHAREHOLDERS SHOULD CONSULT THEIR OWN TAX ADVISERS
WITH RESPECT TO THEIR PARTICULAR CIRCUMSTANCES.

RESIDENTS OF CANADA

     The following summary is applicable to Shareholders who are residents in
Canada, who hold their RWCI Restricted Voting Shares as capital property and who
deal at arm's length with RCI and the Corporation. RWCI Restricted Voting Shares
will generally constitute capital property to a holder thereof unless the holder
holds such shares in the course of carrying on a business of trading or dealing
in securities or otherwise as part of a business of buying and selling
securities or has acquired such RWCI Restricted Voting Shares in a transaction
or transactions considered to be an adventure in the nature of trade.
Shareholders who do not hold their RWCI Restricted Voting Shares as capital
property should consult their own tax advisors regarding their particular
circumstances, as the following summary does not apply to such Shareholders.

SALE OF RWCI RESTRICTED VOTING SHARES UNDER THE OFFER

SALE TO RCI SUBCO

     A Shareholder whose RWCI Restricted Voting Shares are taken up and paid for
by RCI Subco will be considered to have disposed of such RWCI Restricted Voting
Shares for proceeds of disposition equal to the fair market value as at the time
of acquisition of the RCI Non-Voting Shares received by such Shareholder on the
exchange (plus any cash received by such Shareholder in lieu of a fraction of a
RCI Non-Voting Share). As a result, the Shareholder will in general realize a
capital gain (or capital loss) to the extent that such proceeds of disposition,
net of any reasonable costs of disposition, exceed (or are less than) the
adjusted cost base to the Shareholder of such RWCI Restricted Voting Shares. The
cost to a Shareholder of any RCI Non-Voting Shares acquired on the exchange will
be equal to the fair market value of those RCI Non-Voting Shares as at the time
of acquisition, such cost of the RCI Non-Voting Shares to be averaged with the
adjusted cost base to that holder of any other RCI Non-Voting Shares held by the
holder at the time as capital property. The general tax treatment of capital
gains and losses is discussed below under the heading "Taxation of Capital Gains
and Losses".

SALE TO RCI

     Eligible Holders are eligible to tender RWCI Restricted Voting Shares to
RCI for the purpose of achieving a tax-deferred exchange for Canadian federal
income tax purposes. An Eligible Holder whose RWCI Restricted Voting Shares are
taken up and paid for by RCI will be deemed to have disposed of the RWCI
Restricted Voting Shares for proceeds equal to the aggregate adjusted cost base
thereof to such Eligible Holder and will be deemed to have acquired the RCI
Non-Voting Shares received in exchange therefor at an aggregate cost equal to
such aggregate adjusted cost base, unless the Eligible Holder chooses to report
any portion of the capital gain or capital loss, otherwise determined, from such
disposition in his return of income for the year of disposition. Under the
current administrative practice of the CRA, an Eligible Holder who receives cash
of $200 or less in lieu of a fraction of an RCI Non-Voting Share may either
include the gain or loss on the partial disposition of the fractional RCI
Non-Voting Share in computing income or reduce the adjusted cost base to the
Eligible Holder of his RCI Non-Voting Shares by the amount of the cash.

     A Shareholder who chooses to include in computing the Shareholder's income
any portion of the capital gain or capital loss, otherwise determined, from such
disposition will be considered to have disposed of RWCI Restricted Voting Shares
for proceeds of disposition equal to the fair market value as at the time of
acquisition of the RCI Non-Voting Shares acquired by such Shareholder on the
exchange (plus any cash received by such Shareholder in lieu of a fraction of a
RCI Non-Voting Share). As a result, the Shareholder will in general realize a
capital gain (or capital loss) to the extent that such proceeds of disposition,
net of any reasonable costs of disposition, exceed (or are less than) the
adjusted cost base to the Shareholder of the RWCI Restricted Voting Shares. The
cost to a Shareholder of any RCI Non-Voting Shares acquired on the exchange will
be equal to the fair market value of those shares as at the time of acquisition.
The general tax treatment of capital gains and losses is discussed below under
the heading "Taxation of Capital Gains and Losses".

                                        56
<PAGE>

     The cost of the RCI Non-Voting Shares acquired by an Eligible Holder will
be averaged with the adjusted cost base of all other RCI Non-Voting Shares held
by the Eligible Holder as capital property immediately prior to such acquisition
for the purpose of determining thereafter the adjusted cost base of each of the
RCI Non-Voting Shares held by such Eligible Holder.

TAXATION OF CAPITAL GAINS AND LOSSES

     A Shareholder who, as described above, realizes a capital gain or a capital
loss on the disposition of RWCI Restricted Voting Shares will generally be
required to include in income one half of any such capital gain ("taxable
capital gain") and may apply one half of any such capital loss ("allowable
capital loss") against taxable capital gains in accordance with the detailed
rules in the Tax Act. Allowable capital losses in excess of taxable capital
gains may be carried back and deducted in any of the three preceding years or
carried forward and deducted in any following year against taxable capital gains
realized in such year in accordance with the detailed rules of the Tax Act.

     If the Shareholder is a corporation or a partnership or trust of which a
corporation is a partner or a beneficiary, any capital loss realized on the
disposition of any such shares may be reduced by the amount of certain dividends
previously received in accordance with detailed provisions of the Tax Act in
that regard. Shareholders should consult their tax advisers for specific
information regarding the application of these provisions.

     A "Canadian-controlled private corporation" (as defined in the Tax Act) may
be liable to pay an additional 6 2/3% refundable tax on certain investment
income, including taxable capital gains.

     The realization of a capital gain or loss by an individual (including most
trusts) may affect the individual's liability for alternative minimum tax under
the Tax Act.

COMPULSORY ACQUISITION

     As described in "ACQUISITION OF RWCI RESTRICTED VOTING SHARES NOT
DEPOSITED" in this Circular, the Offerors may, in certain circumstances, acquire
RWCI Restricted Voting Shares pursuant to the provisions of section 206 of the
CBCA. The tax consequences to a Shareholder of a disposition of RWCI Restricted
Voting Shares in such circumstances generally will be as described above but
Shareholders whose RWCI Restricted Voting Shares may be so acquired should
consult their own tax advisers in this regard.

SUBSEQUENT ACQUISITION TRANSACTION

     If the compulsory acquisition provisions of section 206 of the CBCA are not
utilized, other means of acquiring the remaining issued and outstanding RWCI
Restricted Voting Shares may be proposed. In particular, the Offerors may
propose an amalgamation of RCI Subco or another wholly-owned subsidiary of RCI
and the Corporation pursuant to which Shareholders who do not tender their RWCI
Restricted Voting Shares under the Offer would have their RWCI Restricted Voting
Shares exchanged on the amalgamation for redeemable preference shares of the
amalgamated corporation ("Preference Shares"), such Preference Shares to be
forthwith redeemed for RCI Non-Voting Shares. A Shareholder would realize no
capital gain or capital loss as a result of such exchange, and the cost of the
Preference Shares received would be equal to the aggregate adjusted cost base of
the RWCI Restricted Voting Shares to the Shareholder immediately before the
amalgamation. Upon the redemption of Preference Shares, the Shareholder thereof
would be deemed to have received a taxable dividend equal to the amount by which
the redemption price of the Preference Shares exceeds their paid-up capital. The
difference between the redemption price and the amount of the deemed dividend
would be treated as proceeds of disposition of such shares for the purpose of
computing any capital gain or capital loss arising on the disposition of such
shares. In the case of a Shareholder who is an individual, any such dividend
would be included in computing the Shareholder's income and would be subject to
the gross-up and dividend tax credit rules normally applicable to dividends from
taxable Canadian corporations. In the case of a corporate Shareholder, the
amount of any such dividend in certain circumstances would be treated as
proceeds of disposition and not as a dividend. Where it is treated as a
dividend, it would be included in computing the corporation's income and would
generally be deductible in computing the corporation's taxable income. A private
corporation and certain other corporations controlled for the benefit of an
individual or a related group of individuals would be liable to pay a 33 1/3%
refundable tax under Part IV of the Tax Act in respect of such dividend.

     A Shareholder who dissents with respect to the amalgamation is entitled to
receive the fair value of his RWCI Restricted Voting Shares. Under the current
administrative practice of the CRA, such payments (other than interest awarded
by a court) would be treated as proceeds of disposition giving rise to a capital
gain or capital loss. The tax

                                        57
<PAGE>

treatment of any such capital gain or capital loss will be generally the same as
described under "Taxation for Capital Gains and Losses" above.

     As an alternative to the amalgamation discussed above, RCI may propose a
different form of amalgamation, an arrangement, consolidation, reclassification
or other transaction. The tax consequences of any such transaction will depend
upon the exact manner in which the transaction is carried out, and may differ
from those arising on the sale of RWCI Restricted Voting Shares under the Offer.
No opinion is expressed herein as to the tax consequences of any such
transaction to a Shareholder.

NON-RESIDENTS OF CANADA

     The following summary is generally applicable to a Shareholder who, at all
relevant times, for purposes of the Tax Act and any applicable income tax
treaty, is neither resident nor deemed to be resident in Canada, deals at arm's
length with RCI and the Corporation, holds RWCI Restricted Voting Shares as
capital property and does not use or hold, and is not deemed to use or hold,
RWCI Restricted Voting Shares in connection with carrying on business in Canada.
Special rules which are not discussed in this summary may apply to a
non-resident Shareholder that is an insurer for whom RWCI Restricted Voting
Shares are "designated insurance property" under the Tax Act. Non-resident
Shareholders should consult their own tax advisers for advice with respect to
any foreign tax consequences.

     A non-resident Shareholder will not be subject to tax under the Tax Act on
any capital gain realized on a disposition of RWCI Restricted Voting Shares to
the Offerors under the Offer, or by virtue of the compulsory acquisition of RWCI
Restricted Voting Shares pursuant to the provisions of section 206 of the CBCA,
unless the RWCI Restricted Voting Shares constitute "taxable Canadian property"
to the non-resident Shareholder. Generally, RWCI Restricted Voting Shares will
not be "taxable Canadian property" to a non-resident Shareholder unless, at any
time during the five-year period immediately preceding the disposition, 25% or
more of the issued shares of any class of the Corporation were held by the
non-resident Shareholder, persons with whom the non-resident Shareholder did not
deal at arm's length or the non-resident Shareholder together with persons with
whom he did not deal at arm's length.

     If RWCI Restricted Voting Shares constitute taxable Canadian property to a
particular non-resident Shareholder, such non-resident Shareholder will realize
a capital gain (or capital loss) on the sale thereof to the Offerors under the
Offer, generally computed in the manner, and subject to the tax treatment,
described above under "Residents of Canada". Any such capital gain may be exempt
from tax under the Tax Act under the terms of an income tax treaty between
Canada and the country in which the non-resident Shareholder resides.

     In the event that RWCI Restricted Voting Shares constitute taxable Canadian
property to a particular non-resident Shareholder and the capital gain to be
realized upon a disposition of such RWCI Restricted Voting Shares under the
Offer is not exempt from Canadian tax by virtue of an applicable income tax
treaty, then the non-resident Shareholder will be an Eligible Holder and may
seek to tender his RWCI Restricted Voting Shares to RCI in order that the
exchange occur on a tax-deferred basis as described above under "Residents of
Canada -- Sale of RWCI Restricted Voting Shares under the Offer -- Sale to RCI".
However, if such tender is made, the RCI Non-Voting Shares received as
consideration for the RWCI Restricted Voting Shares will be deemed to be taxable
Canadian property to such non-resident Shareholder. Non-resident Shareholders
who are Eligible Holders should consult their own tax advisers.

     In the event the Offerors effect an amalgamation involving the Corporation
as described above, non-resident Shareholders who do not tender their RWCI
Restricted Voting Shares under the Offer will have their RWCI Restricted Voting
Shares exchanged on the amalgamation for preference shares of the amalgamated
corporation ("Preference Shares"), such Preference Shares to be forthwith
redeemed for RCI Non-Voting Shares. No tax will be payable by a non-resident
Shareholder as a result of the amalgamation. However, upon the redemption of a
Preference Share, the holder thereof will be deemed to have received a taxable
dividend equal to the amount by which the redemption price of the Preference
Shares exceeds their paid-up capital and such dividend will be subject to
non-resident withholding tax at a rate of 25% or such lower rate as may be
provided for under the terms of an applicable income tax treaty.

     Under the current administrative practice of the CRA, the receipt by a
non-resident Shareholder who dissents with respect to the amalgamation of a cash
payment equal to the fair value of his RWCI Restricted Voting Shares will be
treated as proceeds of disposition of such RWCI Restricted Voting Shares (other
than interest awarded by a court, which will be subject to Canadian withholding
tax at the rate of 25% unless the rate is reduced under the provisions of an
applicable income tax treaty).

                                        58
<PAGE>

            MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

     This section summarizes the material United States federal tax consequences
to holders of RWCI Restricted Voting Shares. It represents the views of Cravath,
Swaine & Moore LLP, U.S. tax counsel to RCI. However, the discussion is limited
in the following ways:

     -  The discussion is only applicable to Shareholders who hold their RWCI
        Restricted Voting Shares as a capital asset (that is, for investment
        purposes), and who do not have a special tax status.

     -  The discussion does not cover tax consequences that depend upon a
        Shareholder's particular tax situation in addition to its ownership of
        the RWCI Restricted Voting Shares. We suggest that Shareholders consult
        their tax advisor about the consequences of disposing of RWCI Restricted
        Voting Shares pursuant to the Offer in their particular situation.

     -  The discussion is based on current law. Changes in the law may change
        the tax treatment discussed below.

     -  The discussion does not cover state, local or non-United States law.

     -  Neither Offeror has requested a ruling from the IRS on the tax
        consequences of the Offer. As a result, the IRS could disagree with
        portions of this discussion.

     IF A SHAREHOLDER IS CONSIDERING DISPOSING OF ITS RWCI RESTRICTED VOTING
SHARES PURSUANT TO THE OFFER, WE SUGGEST THAT SUCH SHAREHOLDER CONSULT ITS TAX
ADVISOR ABOUT THE UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF SUCH SALE IN
LIGHT OF ITS PARTICULAR SITUATION, AS WELL AS ANY CONSEQUENCES ARISING UNDER THE
LAWS OF ANY STATE, LOCAL OR NON-UNITED STATES TAXING JURISDICTION.

TAX CONSEQUENCES TO U.S. HOLDERS OF THE OFFER

     This section applies to a Shareholder if such Shareholder is a "U.S.
Holder". A "U.S. Holder" is:

     -  an individual U.S. citizen or resident alien;

     -  a corporation -- or entity taxable as a corporation for U.S. federal
        income tax purposes -- that was created under U.S. law (federal or
        state); or

     -  an estate or trust whose world-wide income is subject to U.S. federal
        income tax.

     If a partnership holds RWCI Restricted Voting Shares, the tax treatment of
a partner will generally depend upon the status of the partner and upon the
activities of the partnership. If a Shareholder is a partner of a partnership
holding RWCI Restricted Voting Shares, the Offerors suggest that you consult
your tax advisor.

SALE OF RWCI RESTRICTED VOTING SHARES PURSUANT TO THE OFFER

     A U.S. Holder who disposes of RWCI Restricted Voting Shares pursuant to the
Offer generally will recognize capital gain or loss for United States federal
income tax purposes equal to the difference between the amount realized pursuant
to the Offer and such holder's adjusted basis in the RWCI Restricted Voting
Shares. Such capital gain or loss generally will be a long-term capital gain or
loss if such holder has held the RWCI Restricted Voting Shares for more than one
year, and will be income from United States sources. Capital losses are subject
to certain limitations.

     The amount realized pursuant to the Offer will be equal to the sum of the
fair market value of the RCI Non-Voting Shares received in the Offer and any
cash received in lieu of fractional shares. The fair market value of the RCI
Non-Voting Shares will be equal to the U.S. dollar equivalent of the Canadian
dollar closing price of RCI Non-Voting Shares, as determined on the TSX on the
Expiry Date. The fair market value of any Canadian dollars received in lieu of
fractional shares of RCI Non-Voting Shares will be equal to the U.S. dollar
equivalent of the Canadian dollars received. In each case, the U.S. dollar
equivalent will be determined by using the spot rate of exchange on the Expiry
Date.

     U.S. Holders who dispose of their RWCI Restricted Voting Shares pursuant to
the Offer will have a basis in their RCI Non-Voting Shares equal to the fair
market value of the RCI Non-Voting Shares, as determined in the preceding
paragraph, and their holding period for the RCI Non-Voting Shares will begin on
the day following the Expiry Date.

SALE OF RWCI RESTRICTED VOTING SHARES IN A SUBSEQUENT OFFERING PERIOD

     The United States federal income tax consequences to a U.S. Holder of a
disposition of RWCI Restricted Voting Shares pursuant to the Offer in a
Subsequent Offering Period generally will be as described above under "Sale of

                                        59
<PAGE>

RWCI Restricted Voting Shares Pursuant to the Offer," but based upon the fair
market value of the RCI Non-Voting Shares and the spot rate of exchange at the
Expiry Time with respect to the subsequent Offer.

COMPULSORY ACQUISITION OF SHARES

     The United States federal income tax consequences to a U.S. Holder of a
disposition of Shares pursuant to a Compulsory Acquisition generally will be as
described above under "Sale of RWCI Restricted Voting Shares Pursuant to the
Offer", but based upon the fair market value of the RCI Non-Voting Shares and
the spot rate of exchange at the time of the Compulsory Acquisition.

     Although there is no authority directly on point, a U.S. Holder who
dissents in a Compulsory Acquisition probably will recognize gain or loss at the
time of the Compulsory Acquisition (even if the fair market value of the RWCI
Restricted Voting Shares has not yet been judicially determined at such time).
The amount of such gain or loss will be equal to the difference between the
"amount realized" and the adjusted tax basis of such shares. For this purpose,
although there is no authority directly on point, the amount realized generally
should equal the U.S. dollar equivalent amount, determined at the spot rate, of
the trading value of the RWCI Restricted Voting Shares on the TSX on the date of
the Compulsory Acquisition. In such event, capital gain or loss also would be
recognized by the U.S. Holder at the time the actual fair value payment is
determined or the actual amount is received, to the extent that such payment
exceeds or is less than the amount previously recognized. In addition, if any
portion of this actual payment received was characterized as interest income for
United States federal tax purposes, such portion generally should be included in
ordinary income in accordance with the U.S. Holder's method of accounting.

SUBSEQUENT ACQUISITION TRANSACTION

     If RCI is unable to effect a Compulsory Acquisition, or elects not to
proceed with a Compulsory Acquisition, then RCI intends to propose a Subsequent
Acquisition Transaction as described in this Circular. The United States federal
income tax consequences resulting therefrom will depend upon the manner in which
the transaction is carried out and may be substantially similar to or materially
different from the consequences described above. However, the United States
federal income tax consequences to a U.S. Holder of a disposition of RWCI
Restricted Voting Shares for RCI Non-Voting Shares pursuant to a Subsequent
Acquisition Transaction should be as described under "Sale of RWCI Restricted
Voting Shares Pursuant to the Offer" above, but based upon the fair market value
of the RCI Non-Voting Shares and the spot rate of exchange at the time of the
Subsequent Acquisition Transaction. U.S. Holders should consult their tax
advisors with respect to any United States federal, state or local tax
consequences to them of having their RWCI Restricted Voting Shares acquired
pursuant to a Subsequent Acquisition Transaction.

     A U.S. Holder who dissents in a Subsequent Acquisition Transaction and
elects to receive the fair value for the holder's RWCI Restricted Voting Shares
generally will be treated in the same manner as described above under
"Compulsory Acquisition of Shares".

AMOUNTS SUBJECT TO CANADIAN WITHHOLDING TAX

     A U.S. Holder who dissents in a Compulsory Acquisition or a Subsequent
Acquisition Transaction may receive interest or may be deemed to receive a
dividend under Canadian federal income tax law and, as a result, may be subject
to Canadian withholding tax (or may otherwise be subject to Canadian withholding
tax). See "MATERIAL CANADIAN FEDERAL INCOME TAX CONSIDERATIONS -- Non-Residents
of Canada" in this Circular. Such U.S. Holder may be eligible, subject to a
number of complex limitations, to claim a foreign tax credit or a deduction in
respect of any Canadian taxes withheld. If a U.S. Holder elects to claim a
foreign tax credit, rather than a deduction, for a particular taxable year, such
election will apply to all foreign taxes paid by the holder in a particular
year. U.S. Holders are urged to consult their tax advisors regarding the
availability of the foreign tax credit under their particular circumstances.

INFORMATION REPORTING AND BACKUP WITHHOLDING

     Information returns may be required to be filed with the Internal Revenue
Service relating to payments made to particular U.S. Holders. In addition, U.S.
Holders may be subject to a backup withholding tax on such payments if they do
not provide their taxpayer identification numbers in the manner required, or
otherwise fail to comply with applicable backup withholding tax rules. Any
amounts withheld under the backup withholding rules will be allowed as a credit
against the U.S. Holder's United States federal income tax liability provided
the required information is timely furnished to the Internal Revenue Service.

                                        60
<PAGE>

TAX CONSEQUENCES TO U.S. HOLDERS OF HOLDING RCI NON-VOTING SHARES

DIVIDENDS

     Dividends paid on RCI Non-Voting Shares will be treated as dividend income
for U.S. federal income tax purposes to the extent of the undistributed current
or accumulated earnings and profits of RCI as computed for U.S. federal income
tax purposes. In the case of an individual U.S. Holder, such dividend income
will be eligible for a maximum tax rate of 15% for dividends received before
January 1, 2009, provided that (i) such holder complies with certain holding
period requirements, (ii) we are a Qualified Foreign Corporation and (iii) we
are not a passive foreign investment company (PFIC). Such dividends will
generally not be eligible for the dividends received deduction available to
certain U.S. corporations.

     The Offerors believe that they are Qualified Foreign Corporations, and they
do not believe that they are PFICs. If this latter conclusion is incorrect,
certain additional tax consequences could apply to U.S. Holders.

     The amount of any dividend paid in Canadian dollars will equal the U.S.
dollar value of the dividend calculated at the spot rate in effect on the day
the dividend is received by the U.S. Holder.

SALE OR EXCHANGE

     Any gain or loss on the sale or exchange of RCI Non-Voting Shares by a U.S.
Holder will be a capital gain or loss, equal to the difference between the U.S.
dollar value of the amount received and the U.S. Holder's basis in the RCI
Non-Voting Shares. If such U.S. Holder has held the RCI Non-Voting Shares for
more than one year, such gain or loss will be long-term capital gain or loss.
Long-term capital gains are taxable at a maximum rate of 15% for tax years
ending before January 1, 2009. Capital losses are subject to certain
limitations.

U.S. FOREIGN TAX CREDIT

     A U.S. Holder generally will be entitled, subject to a number of complex
rules and limitations, to claim a U.S. foreign tax credit in respect of any
Canadian withholding taxes imposed on dividends or the proceeds of a sale or
exchange. Holders who do not elect to claim a foreign tax credit may instead
claim a deduction in respect of such withholdings. If a U.S. Holder elects to
claim a foreign tax credit, rather than a deduction, for a particular taxable
year, such election will apply to all foreign taxes paid by the holder in a
particular year. Dividends will be treated as foreign-source income and proceeds
from a sale or exchange will constitute U.S.-source income. U.S. Holders are
urged to consult their tax advisors regarding the availability of the foreign
tax credit under their particular circumstances.

INFORMATION REPORTING AND BACKUP WITHHOLDING

     Information returns may be required to be filed with the Internal Revenue
Service relating to payments made to particular U.S. Holders. In addition, U.S.
Holders may be subject to a backup withholding tax on such payments if they do
not provide their taxpayer identification numbers in the manner required, or
otherwise fail to comply with applicable backup withholding tax rules. Any
amounts withheld under the backup withholding rules will be allowed as a credit
against the U.S. Holder's United States federal income tax liability provided
the required information is timely furnished to the Internal Revenue Service.

      FINANCIAL ADVISOR, INFORMATION AGENT, DEALER MANAGER AND DEPOSITARY

     RCI has retained the services of Scotia Capital to act as its financial
advisor in connection with the Offer. RCI has also engaged the services of
Scotia Capital to act as Dealer Manager in connection with the Offer in Canada
and Scotia Capital (USA) Inc. to act as Dealer Manager in connection with the
Offer in the United States. RCI will reimburse the Dealer Manager for its
reasonable out-of-pocket expenses, including reasonable attorneys' fees, and has
also agreed to indemnify the Dealer Manager against certain liabilities in
connection with the Offer, including certain liabilities under the provincial
securities laws of Canada and the federal securities laws of the United States
and expenses in connection with the Offer. Scotia Capital and its affiliates
render various investment banking services and other advisory services to RCI
and its affiliates and are expected to continue to render such services for
which they have received and expect to receive customary compensation from the
RCI and its affiliates.

     Scotia Capital will form and manage a soliciting group (the "Soliciting
Dealer Group") to solicit acceptances of the Offer by Shareholders. The
Soliciting Dealer Group will include members of the Investment Dealers
Association of Canada and all stock exchanges in Canada. In general, RCI will
pay to any member of the Soliciting Dealer Group whose name appears on the
designated place on a duly executed and delivered Letter of Acceptance and
Transmittal
                                        61
<PAGE>

accompanying a deposit of RWCI Restricted Voting Shares, a solicitation fee of
$0.25 per RWCI Restricted Voting Share deposited and taken up and paid for
pursuant to the Offer, provided the solicitation fee in respect of any single
depositing beneficial owner of RWCI Restricted Voting Shares shall not be less
than $125 nor more than $1,500 (provided that in the case of a beneficial owner
of less than 300 RWCI Restricted Voting Shares which are deposited to the Offer,
no solicitation fee is payable). The Offerors may make other arrangements with
soliciting dealers outside Canada.

     RCI has retained Georgeson Shareholder Communications Inc. to act as
Information Agent in connection with the Offer. The Information Agent will
receive reasonable and customary compensation from RCI for services in
connection with the Offer, will be reimbursed for certain out-of-pocket expenses
and will be indemnified against certain liabilities, including liabilities under
securities laws and expenses incurred in connection therewith.

     BMO Nesbitt Burns was formally engaged by the Independent Committee under
the Engagement Letter. The terms of the Engagement Letter provide that BMO
Nesbitt Burns is to be paid (i) $700,000 when it communicates the valuation
range and its commitment to deliver the Valuation to the Independent Committee
and (ii) an additional $600,000 for its advisory services related to the Offer
and delivery of the Fairness Opinion plus, in any event, its out of pocket
expenses.

     RCI has also engaged Computershare Investor Services Inc. to act as
depositary for the receipt of certificates in respect of RWCI Restricted Voting
Shares and related Letters of Acceptance and Transmittal and Notices of
Guaranteed Delivery deposited under the Offer. The Depositary will receive
reasonable and customary compensation from RCI for its services relating to the
Offer and will be reimbursed for certain out-of-pocket expenses. RCI has also
agreed to indemnify the Depositary against certain liabilities and expenses in
connection with the Offer, including certain liabilities under the provincial
securities laws of Canada and the federal securities laws of the United States.

     Depositing Shareholders will not be obligated to pay any brokerage fee or
commission with respect to the purchase of RWCI Restricted Voting Shares by the
Offerors pursuant to the Offer if they accept the Offer by depositing their RWCI
Restricted Voting Shares directly with the Depositary or by utilizing the
services of the Dealer Manager or a member of the Soliciting Dealer Group. If a
depositing Shareholder owns RWCI Restricted Voting Shares through a broker or
other nominee and such broker or nominee deposits RWCI Restricted Voting Shares
on the Shareholder's behalf, the broker or nominee may charge a fee for
performing this service. Except as set forth above, the Offerors will not pay
any fees or commissions to any broker or dealer or any other Person for
soliciting deposits of RWCI Restricted Voting Shares pursuant to the Offer
(other than to the Dealer Manager, members of the Soliciting Dealer Group and
the Depositary).

     Questions and requests for assistance concerning the Offer should be made
directly to the Dealer Manager, the Information Agent or the Depositary.

                                 LEGAL MATTERS

     Certain legal matters on behalf of RCI will be passed upon by, and the
opinions contained under "MATERIAL CANADIAN FEDERAL INCOME TAX CONSIDERATIONS"
in this Circular have been provided by, Torys LLP, Canadian counsel to RCI. The
partners and associates of Torys LLP own beneficially, directly or indirectly,
less than 1% of the outstanding RCI Non-Voting Shares.

     Certain legal matters on behalf of RCI will be passed upon by, and the
opinions contained under "MATERIAL UNITED STATES FEDERAL INCOME TAX
CONSIDERATIONS" in this Circular have been provided by, Cravath Swaine & Moore
LLP, U.S. counsel to RCI. The partners and associates of Cravath Swaine & Moore
LLP own beneficially, directly or indirectly, less than 1% of the outstanding
RCI Non-Voting Shares.

                                STATUTORY RIGHTS

     Securities legislation in certain of the provinces of Canada provides
Shareholders with, in addition to any other rights they may have at law, rights
to rescission or to damages, or both, if there is a misrepresentation in a
circular or notice that is required to be delivered to such Shareholders.
However, such rights must be exercised within prescribed time limits.
Shareholders should refer to the applicable provisions of the securities
legislation of their jurisdiction for particulars of those rights or consult
with a lawyer.

                                        62
<PAGE>

                              DIRECTORS' APPROVAL

     The contents of the Offer to Purchase and Circular have been approved and
the sending thereof to the Shareholders has been authorized by the respective
boards of directors of the Offerors.

                                        63
<PAGE>

                                    CONSENTS

                            CONSENT OF LEGAL COUNSEL

To: The Directors of ROGERS COMMUNICATIONS INC. ( "RCI")
     The Directors of RWCI ACQUISITION INC. ("RCI Subco")

     We hereby consent to the reference to our opinion under the heading
"Material Canadian Federal Income Tax Considerations" in the circular dated
November 24, 2004 forming part of the offer made by RCI and RCI Subco to
purchase all of the Class B Restricted Voting Shares of Rogers Wireless
Communications Inc. not owned by RCI or its affiliates.

                                                              (Signed) TORYS LLP

Toronto, Ontario
November 24, 2004

To: The Directors of ROGERS COMMUNICATIONS INC. ("RCI")
     The Directors of RWCI ACQUISITION INC. ("RCI Subco")

     We hereby consent to the reference to our opinion under the heading
"Material United States Federal Income Tax Considerations" in the circular dated
November 24, 2004 forming part of the offer made by RCI and RCI Subco to
purchase all of the Class B Restricted Voting Shares of Rogers Wireless
Communications Inc. not owned by RCI or its affiliates.

                                             (Signed) CRAVATH SWAINE & MOORE LLP

New York, New York
November 24, 2004

                              CONSENT OF VALUATOR

To: The Directors of ROGERS COMMUNICATIONS INC. ( "RCI")
     The Directors of RWCI ACQUISITION INC. ("RCI Subco")

     We hereby consent to the inclusion of our valuation and fairness opinion
addressed to the independent committee of the board of directors of Rogers
Wireless Communications Inc. ("RWCI") dated November 22, 2004 in the circular
dated November 24, 2004 forming part of the offer of RCI and RCI Subco to
purchase all of the Class B Restricted Voting Shares of RWCI not owned by RCI or
its affiliates and to the references to such valuation and fairness opinion in
such circular. We consent to the filing of the valuation and fairness opinion
with the applicable securities regulatory authorities.

                                                 (Signed) BMO NESBITT BURNS INC.

Toronto, Ontario
November 24, 2004
                                        64
<PAGE>

                               AUDITORS' CONSENT

TO: The Board of Directors of ROGERS COMMUNICATIONS INC. ("RCI")
     The Board of Directors of RWCI ACQUISITION INC. ("RCI Subco")

     We have read the circular of RCI and its wholly-owned subsidiary RCI Subco
dated November 24, 2004 relating to the offer made by RCI and RCI Subco to
purchase all of the Class B Restricted Voting Shares of Rogers Wireless
Communications Inc not owned by RCI or its affiliates. We have complied with
Canadian generally accepted standards for an auditors' involvement with offering
documents.

     We consent to the incorporation by reference in the above-mentioned
circular of our report to the shareholders of RCI on the consolidated balance
sheets of RCI as at December 31, 2003 and 2002 and the consolidated statements
of income, deficit and cash flows for each of the years in the two-year period
ended December 31, 2003. Our report is dated January 28, 2004, except as to note
23, which is as of November 19, 2004.

/s/ KPMG LLP
Chartered Accountants

Toronto, Canada
November 24, 2004

                                        65
<PAGE>

                               AUDITORS' CONSENT

TO: The Board of Directors of ROGERS COMMUNICATIONS INC. ("RCI")
     The Board of Directors of RWCI ACQUISITION INC. ("RCI Subco")

     We have read the circular of RCI and its wholly-owned subsidiary RCI Subco
dated November 24, 2004 relating to the offer made by RCI and RCI Subco to
purchase all of the Class B Restricted Voting Shares of Rogers Wireless
Communications Inc. ("RWCI") not owned by RCI or its affiliates. We have
complied with Canadian generally accepted standards for an auditors' involvement
with offering documents.

     We consent to the incorporation by reference in the above-mentioned
circular of our report to the shareholders of RWCI on the consolidated balance
sheets of RWCI as at December 31, 2003 and 2002 and the consolidated statements
of income, deficit and cash flows for each of the years in the two-year period
ended December 31, 2003. Our report is dated January 28, 2004, except as to note
19, which is as of November 19, 2004.

/s/ KPMG LLP
Chartered Accountants

Toronto, Canada
November 24, 2004

                                        66
<PAGE>

                               AUDITORS' CONSENT

     We have read the circular of Rogers Communications Inc. ("RCI") and its
wholly-owned subsidiary RWCI Acquisition Inc. dated November 24, 2004 relating
to the offer made by RCI and RWCI Acquisition Inc. to purchase all of the Class
B Restricted Voting Shares of Rogers Wireless Communications Inc. not owned by
RCI or its affiliates. We have complied with Canadian generally accepted
standards for an auditor's involvement with offering documents as it relates to
Microcell Telecommunications Inc. ("Microcell").

     We consent to the incorporation by reference in the above-mentioned
circular of our report to the Directors of Microcell on the consolidated balance
sheets of Microcell as at December 31, 2003, May 1, 2003 and December 31, 2002
and the consolidated statements of net income(loss) and deficit and cash flows
for the eight months ended December 31, 2003, the four months ended April 30,
2003 and the years ended December 31, 2002 and 2001. Our report is dated
February 11, 2004 (except for note 20 which is as at November 19, 2004).

                                                      (signed) ERNST & YOUNG LLP
Montreal, Canada
November 24, 2004                                          Chartered Accountants

                                        67
<PAGE>

             APPROVAL AND CERTIFICATE OF ROGERS COMMUNICATIONS INC.

     The foregoing contains no untrue statement of a material fact and does not
omit to state a material fact that is required to be stated or that is necessary
to make a statement not misleading in light of the circumstances in which it was
made.

DATED: November 24, 2004

<Table>
<Caption>

<S>                                              <C>
        (Signed) EDWARD S. ROGERS, O.C.                       (Signed) ALAN D. HORN
                 President and                             Vice-President, Finance and
            Chief Executive Officer                          Chief Financial Officer
</Table>

                      On behalf of the Board of Directors

<Table>
<Caption>

<S>                                              <C>
   (Signed) H. GARFIELD EMERSON, Q.C., ICD.D                 (Signed) RONALD D. BESSE
                    Director                                         Director
</Table>

                                        68
<PAGE>

               APPROVAL AND CERTIFICATE OF RWCI ACQUISITION INC.

     The foregoing contains no untrue statement of a material fact and does not
omit to state a material fact that is required to be stated or that is necessary
to make a statement not misleading in light of the circumstances in which it was
made.

DATED: November 24, 2004

<Table>
<Caption>

<S>                                              <C>
        (Signed) EDWARD S. ROGERS, O.C.                       (Signed) ALAN D. HORN
                 President and                             Vice-President, Finance and
            Chief Executive Officer                          Chief Financial Officer
</Table>

                      On behalf of the Board of Directors

<Table>
<Caption>

<S>                                              <C>
           (Signed) M. LORRAINE DALY                         (Signed) DAVID P. MILLER
                    Director                                         Director
</Table>

                                        69
<PAGE>

                                  SCHEDULE "A"

                           INFORMATION CONCERNING RCI

DOCUMENTS INCORPORATED BY REFERENCE

CANADIAN DOCUMENTS

     The following documents filed with the securities regulatory authority in
each of the provinces of Canada are specifically incorporated by reference in
this Circular:

1.    annual information form of RCI for the year ended December 31, 2003, dated
      May 19, 2004;

2.    interim unaudited consolidated financial statements of each of RCI and the
      Corporation as at September 30, 2004 and for the three and nine months
      ended September 30, 2004 and 2003, and management's discussion and
      analysis in respect of those statements of RCI and the Corporation;

3.    interim unaudited consolidated financial statements of Microcell as at
      September 30, 2004 and for the four months ended April 30, 2003, the five
      months ended September 30, 2003 and the nine months ended September 30,
      2004;

4.    audited consolidated financial statements of each of RCI and the
      Corporation as at and for each of the years ended December 31, 2003 and
      December 31, 2002, together with the report of the auditors' thereon and
      management's discussion and analysis in respect of those statements of RCI
      and the Corporation;

5.    audited consolidated financial statements of Microcell as at December 31,
      2002, May 1, 2003 and December 31, 2003 and for the years ended December
      31, 2001 and December 31, 2002, the four months ended April 30, 2003 and
      the eight months ended December 31, 2003;

6.    management information circular of RCI dated April 21, 2004 in connection
      with the annual meeting of shareholders held on May 27, 2004, other than
      the sections entitled "Report on Executive Compensation", "Performance
      Graph" and "Statement of Corporate Governance Practices";

7.    material change report of RCI, relating to the offering of RCI Non-Voting
      Shares, dated June 10, 2004;

8.    material change report of RCI, relating to the purchase by RCI of RWCI
      Restricted Voting Shares from AT&T Wireless, dated September 16, 2004;

9.    material change report of RCI, relating to the offer by Rogers Wireless
      Inc. to acquire Microcell, dated September 20, 2004; and

10.   material change report of RCI, relating to the Offer, dated November 15,
      2004.

     Any documents of the types referred to in paragraphs 1 to 10 above
(excluding confidential material change reports) filed by RCI with the
securities regulatory authorities in Canada, after the date of the Offer and
prior to the Expiry Time, shall be deemed to be incorporated by reference into
the Offer to Purchase and Circular.

U.S. DOCUMENTS

     The following documents are incorporated by reference for U.S. holders:

1.    annual report of RCI for the year ended December 31, 2003 as filed on
      November 24, 2004 with the SEC on Form 40-F/A;

2.    management's discussion & analysis and audited financial statements of RCI
      for the years ended December 31, 2003 and December 31, 2002 as furnished
      on November 24, 2004 to the SEC on Form 6-K/A;

3.    interim unaudited consolidated financial statements of RCI for the nine
      months ended September 30, 2004 as furnished on November 24, 2004 to the
      SEC on Form 6-K/A;

4.    management information circular of RCI dated April 21, 2004 in connection
      with the annual meeting of shareholders held on May 27, 2004, other than
      the sections entitled "Report on Executive Compensation", "Performance
      Graph" and "Statement of Corporate Governance Practices" as filed on May
      10, 2004 with the SEC on Form ARS;

5.    material change report of RCI, relating to the offering of RCI Non-Voting
      Shares, dated June 10, 2004, as furnished on June 16, 2004 to the SEC on
      Form 6-K;

                                       A-1
<PAGE>

6.    material change report of RCI, relating to the purchase by RCI of RWCI
      Restricted Voting Shares from AT&T Wireless, dated September 16, 2004, as
      furnished on September 16, 2004 to the SEC on Form 6-K;

7.    material change report of RCI, relating to the commencement of the offer
      by Rogers Wireless Inc. to acquire Microcell, dated September 20, 2004 as
      furnished on September 21, 2004 to the SEC on Form 6-K;

8.    material change report of RCI, relating to the completion of the offer by
      Rogers Wireless Inc. to acquire Microcell, dated November 8, 2004, as
      furnished on November 8, 2004 to the SEC on Form 6-K;

9.    annual report of the Corporation for the year ended December 31, 2003 as
      filed on November 24, 2004 with the SEC on Form 40-F/A;

10.   management's discussion & analysis and audited financial statements of the
      Corporation for the years ended December 31, 2003 and December 31, 2002 as
      furnished on November 24 , 2004 to the SEC on Form 6-K/A;

11.   interim unaudited consolidated financial statements of the Corporation for
      the nine months ended September 30, 2004 as furnished on November 24, 2004
      to the SEC on Form 6-K/A; and

12.   audited consolidated financial statements of Microcell as at December 31,
      2002, May 1, 2003 and December 31, 2003 and for the years ended December
      31, 2001 and December 31, 2002, the four months ended April 30, 2003 and
      the eight months ended December 31, 2003 and interim unaudited
      consolidated financial statements of Microcell as at September 30, 2004
      and for the four months ended April 30, 2003, the five months ended
      September 30, 2003 and the nine months ended September 30, 2004, which
      financial statements and report are attached as exhibits to the Tender
      Offer Statement on Schedule TO and for Registration Statement on Form F-10
      of RCI to be filed with the SEC on November 26, 2004.

     ANY STATEMENT CONTAINED IN A DOCUMENT INCORPORATED OR DEEMED TO BE
INCORPORATED BY REFERENCE HEREIN SHALL BE DEEMED TO BE MODIFIED OR SUPERSEDED
FOR THE PURPOSES OF THE OFFER TO PURCHASE AND CIRCULAR TO THE EXTENT THAT A
STATEMENT CONTAINED HEREIN, OR IN ANY OTHER SUBSEQUENTLY FILED DOCUMENT WHICH
ALSO IS OR IS DEEMED TO BE INCORPORATED BY REFERENCE HEREIN, MODIFIES OR
SUPERSEDES THAT STATEMENT. THE MODIFYING OR SUPERSEDING STATEMENT NEED NOT STATE
THAT IT HAS MODIFIED OR SUPERSEDED A PRIOR STATEMENT OR INCLUDE ANY OTHER
INFORMATION SET FORTH IN THE DOCUMENT THAT IT MODIFIES OR SUPERSEDES. THE MAKING
OF A MODIFYING OR SUPERSEDING STATEMENT SHALL NOT BE DEEMED AN ADMISSION FOR ANY
PURPOSES THAT THE MODIFIED OR SUPERSEDED STATEMENT, WHEN MADE, CONSTITUTED A
MISREPRESENTATION, AN UNTRUE STATEMENT OF A MATERIAL FACT OR AN OMISSION TO
STATE A MATERIAL FACT THAT IS REQUIRED TO BE STATED OR THAT IS NECESSARY TO MAKE
A STATEMENT NOT MISLEADING IN LIGHT OF THE CIRCUMSTANCES IN WHICH IT WAS MADE.
ANY STATEMENT SO MODIFIED OR SUPERSEDED SHALL NOT BE DEEMED, EXCEPT AS SO
MODIFIED OR SUPERSEDED, TO CONSTITUTE A PART OF THE OFFER TO PURCHASE AND
CIRCULAR.

     INFORMATION HAS BEEN INCORPORATED BY REFERENCE IN THIS OFFER TO PURCHASE
AND CIRCULAR FROM DOCUMENTS FILED WITH SECURITIES COMMISSIONS OR SIMILAR
AUTHORITIES IN CANADA. Copies of the documents incorporated herein by reference
may be obtained on request without charge from the Secretary of RCI at 333 Bloor
Street East, 10th Floor, Toronto, Ontario, Canada, M4W 1G9 (telephone:
416-935-7777). For the purpose of the Province of Quebec, this Circular contains
information to be completed by consulting the permanent information record. A
copy of the permanent information record may be obtained from the Secretary of
RCI at the above-mentioned address and telephone number.

     The information provided on the website of RCI is not incorporated herein
by reference and accordingly should not be relied upon for the purpose of making
an investment decision with respect to the securities offered hereunder.

     RCI is subject to the informational requirements of the 1934 Act and in
accordance therewith files reports and other information with the SEC. The
reports and other information filed by RCI with the SEC can be inspected and
copied at the public reference facilities maintained by the SEC at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the
SEC at 1-800-SEC-0330 for further information on the operation of the public
reference room.

     In addition, the following documents are being filed with the SEC as part
of the Registration Statement of which this Offer to Purchase and Circular forms
a part: (i) the consents of KPMG LLP, (ii) consent of Ernst & Young, LLP, (iii)
the consent of BMO Nesbitt Burns; (iv) the powers of attorney; (v) the documents
listed under "Documents Incorporated by Reference" in this Schedule "A"; and
(vi) the Letter of Acceptance and Transmittal.

                                       A-2
<PAGE>

RECENT DEVELOPMENTS

RCI'S PURCHASE OF RWCI SHARES

     On September 13, 2004, RCI entered into an agreement with AT&T Wireless
(through JVII), whereby RCI agreed to purchase all of AT&T Wireless' 48,594,172
RWCI Restricted Voting Shares for a cash purchase price of $36.37 per share,
totalling approximately $1,767 million. RCI indirectly purchased such shares on
October 13, 2004. The sale by AT&T Wireless of its 34.2% interest in the
Corporation does not impact the extensive North American wireless voice and data
roaming capabilities between Rogers Wireless Inc. and AT&T Wireless, and
customers of both companies continue to enjoy the benefits of seamless wireless
roaming between Canada and the U.S. on North America's largest combined
GSM/GPRS/EDGE network. As a result of this transaction, RCI's ownership interest
in the Corporation increased from approximately 55.3% to approximately 89.2% at
October 31, 2004.

ACQUISITION OF MICROCELL

     On September 20, 2004, Rogers Wireless Inc. announced an agreement with
Microcell to make an all cash offer of $35.00 per share to acquire all of
Microcell, Canada's fourth largest wireless communications provider. The
acquisition was completed on November 12, 2004. Rogers Wireless Inc. has
expended approximately $1,600 million in connection with the acquisition of
Microcell, including the repayment of Microcell's bank debt and swap
obligations, net of Microcell's cash on hand and including prepayment penalties,
investment banking advisory fees and other related costs.

FINANCING TRANSACTIONS

RCI'S PURCHASE OF RWCI SHARES

     RCI's purchase of the RWCI Restricted Voting Shares from AT&T Wireless was
funded by RCI with a $1,750 million bridge credit facility with a term of up to
two years to October 12, 2006. The facility was provided by a group of Canadian
financial institutions and is secured by a pledge of all of the shares of the
Corporation and Rogers Cable Inc. that are owned by RCI or any of its
subsidiaries. The bridge credit facility contains mandatory repayment
requirements, on the incurrence of debt by RCI or Rogers Wireless Inc. and/or
the issuance of equity by RCI or by the Corporation, subject to certain
exceptions, including equity issuances in connection with the purchase of the
shares of the Corporation.

ACQUISITION OF MICROCELL

     Rogers Wireless Inc. has expended approximately $1,600 million in
connection with the acquisition of Microcell. The funding by Rogers Wireless
Inc. for this acquisition is comprised of: utilization of cash on hand,
drawdowns under a committed $700 million amended bank credit facility, and
proceeds from a bridge loan to Rogers Wireless Inc. from RCI of up to $900
million, of which $850 million has been drawn. The bridge loan has a term of up
to two years from November 9, 2004 and was made on a subordinated unsecured
basis. The bridge loan bears interest at 6% per annum and is prepayable in whole
or in part without penalty. RCI funded the $850 million drawdown on the bridge
loan using cash on hand, cash received from Rogers Cable Inc. in the form of a
return of capital and cash received from Rogers Media Inc. in the form of a
repayment of an intercompany advance made to Rogers Media Inc. by RCI. Each of
Rogers Cable Inc. and Rogers Media Inc. made drawdowns under its respective
committed bank credit facilities to fund the cash transfers to RCI.

     Rogers Wireless Inc. intends to refinance the bridge loan from RCI of up to
$900 million, of which $850 million is drawn down, as well as RCI's $1,750
million bridge credit facility. Rogers Wireless Inc. intends to use the net
proceeds of $2,773 million from the debt offering referred to below under
"Offers of Senior Notes -- Rogers Wireless Inc." to repay the $850 million
bridge loan to RCI, make a $1,750 million distribution as a return of capital to
the Corporation and use the remaining net proceeds to repay a portion of the
advances outstanding under Rogers Wireless Inc.'s amended bank credit facility.
The Corporation is reviewing the various methods of transferring the $1,750
million distribution to its shareholders, so RCI will have adequate funds to
repay its $1,750 million bridge credit facility incurred in connection with its
acquisition of the RWCI Restricted Voting Shares from AT&T Wireless. A
determination of the method of such a distribution, including the timing
thereof, will not take place until following completion of the Offer.

                                       A-3
<PAGE>

OFFERS OF SENIOR NOTES

     ROGERS WIRELESS INC.

     On November 19, 2004, Rogers Wireless Inc. priced a private placement of
notes in an aggregate principal amount of approximately US$2,356 million. The
private placement consists of $460 million 7.625% senior (secured) notes due
2011, US$550 million floating rate senior (secured) notes due 2010, US$470
million 7.25% senior (secured) notes due 2012, US$550 million 7.50% senior
(secured) notes due 2015 and US$400 million 8.00% senior subordinated notes due
2012.

     Rogers Wireless Inc. expects to use the proceeds form the private placement
to make a $1,750 million distribution as a return of capital to the Corporation;
to repay $850 million of intercompany subordinated debt owing to RCI in
connection with Rogers Wireless Inc.'s acquisition of Microcell; and the
remaining net proceeds to partially repay advances outstanding under Rogers
Wireless Inc.'s amended bank credit facility. The Corporation is reviewing the
various methods of transferring the $1,750 million distribution to its
shareholders, so RCI will have adequate funds to repay its $1,750 million bridge
credit facility incurred in connection with its acquisition of the Corporation's
shares from AT&T Wireless. A determination of the method of such a distribution,
including the timing thereof, will not take place until following completion of
this Offer and the distribution will be subject to compliance with applicable
legal requirements.

ROGERS CABLE INC.

     On November 19, 2004 Rogers Cable Inc. priced a private placement of notes
in an aggregate principal amount of approximately US$427 million. The private
placement consists of Cdn$175 million 7.25% senior (secured) second priority
notes due 2011 and US$280 million 6.75% senior (secured) second priority notes
due 2015.

     Rogers Cable Inc. intends to use all of the net proceeds from the private
placement to partially repay outstanding advances under its bank credit
facility. On November 9, 2004, Rogers Cable Inc. borrowed $650.0 million under
its bank credit facility which, together with $10.0 million cash on hand, was
distributed to RCI as a return of capital.

AUDITORS, TRANSFER AGENT AND REGISTRAR

     The auditors of RCI and the Corporation are KPMG LLP, Chartered
Accountants, Toronto, Ontario. The auditors of Microcell are Ernst & Young, LLP,
Chartered Accountants, Montreal, Quebec. The transfer agent and registrar for
the RCI Non-Voting Shares is Computershare Trust Company of Canada at its
principal office in Toronto, Ontario.

PRESENTATION OF FINANCIAL INFORMATION

     RCI's consolidated financial statements have been prepared in accordance
with the accounting principles generally accepted in Canada (Canadian GAAP). For
a discussion of the principal differences between Canadian GAAP and the
accounting principles generally accepted in the United States (U.S. GAAP), see
Note 22 to our audited consolidated financial statements incorporated by
reference in this Circular.

SHARE CAPITAL OF RCI AND DIVIDEND POLICY

PREFERRED SHARES

     As of November 22, 2004, there were 400,000,000 authorized Preferred Shares
without par value, issuable in series, with rights and terms of each series to
be fixed by the board of directors of RCI prior to the issue of such series. RCI
has three authorized series of RCI Preferred shares, and shares of the Series
XXVII Preferred shares, Series XXX Preferred shares and Series XXXI Preferred
shares are currently outstanding.

     The Series XXVII Preferred shares are non-voting, are redeemable at $1,000
per share at RCI's option and carry the right to cumulative dividends at a rate
equal to the bank prime rate plus 1 3/4% per annum.

     The Series XXX Preferred shares are non-voting, are redeemable and
retractable under certain conditions and carry the right to non-cumulative
dividends at a rate of 9 1/2% per annum.

     The Series XXXI Preferred shares are non-voting, are redeemable at $1,000
per share at RCI's option and carry the right to cumulative dividends at a rate
of 9 5/8% per annum.

                                       A-4
<PAGE>

EQUITY SHARES

     As of November 22, 2004, there were 56,235,394 authorized RCI Class A
Shares, without par value, of which 56,235,394 were issued and outstanding. Each
RCI Class A Share is entitled to 50 votes per share as approved at the annual
meeting of shareholders held on May 27, 2004. THE HOLDERS OF RCI NON-VOTING
SHARES ARE ENTITLED TO RECEIVE NOTICE OF AND TO ATTEND MEETINGS OF SHAREHOLDERS
BUT, EXCEPT AS REQUIRED BY LAW, ARE NOT ENTITLED TO VOTE AT SUCH MEETINGS. The
RCI Class A Shares may receive a dividend at an annual rate of up to $0.10 per
share only after the RCI Non-Voting Shares have been paid a dividend at an
annual rate of $0.10 per share. The RCI Class A Shares are convertible on a
one-for-one basis into RCI Non-Voting Shares.

     As of November 22, 2004, there were 1,400,000,000 authorized RCI Non-Voting
Shares with a par value of $1.62478 per share, of which 189,746,703 were issued
and outstanding. The RCI Class A Shares and RCI Non-Voting Shares participate
equally, share for share, in dividends after payment of an annual dividend of
$0.10 per share for each Class and participate equally, share for share, in any
of the remaining assets of RCI in the event of RCI's dissolution or winding up
(subject to the preference as to dividends in favour of the RCI Non-Voting
Shares).

     In May 2003, RCI adopted a dividend policy that provides for the payment
each year of dividends aggregating $0.10 per share to be payable twice yearly on
each outstanding RCI Non-Voting Share and RCI Class A Share held as of the
record date, as determined by the board of directors of RCI.

     UNDER APPLICABLE CANADIAN SECURITIES LAWS, AN OFFER TO PURCHASE RCI CLASS A
SHARES WOULD NOT REQUIRE THAT AN OFFER BE MADE TO PURCHASE RCI NON-VOTING
SHARES. UNLIKE THE RWCI RESTRICTED VOTING SHARES, THE RCI NON-VOTING SHARES DO
NOT HAVE THE BENEFIT OF A COAT-TAIL AGREEMENT SUCH AS THE TRUST AGREEMENTS OR A
MINORITY SHAREHOLDER PROTECTION AGREEMENT SUCH AS THE SHAREHOLDER PROTECTION
AGREEMENT.

CONVERTIBLE PREFERRED SECURITIES

     Convertible Preferred securities were issued in 1999 with a face value of
$600 million to a subsidiary of Microsoft Corporation (Microsoft). These
Convertible Preferred securities are entitled to interest at a rate of 5 1/2%
per annum, payable quarterly in cash, RCI Non-Voting Shares or additional
Convertible Preferred securities, at RCI's option. The Convertible Preferred
securities are convertible, in whole or in part, at any time, at Microsoft's
option, into 28.5714 RCI Non-Voting Shares per $1,000 aggregate principal amount
of Convertible Preferred securities, representing a conversion price of $35 per
RCI Non-Voting Share. In August 2004, RCI and Microsoft Corporation, the holder
of the Convertible Preferred Securities, agreed to amend the terms of such
securities whereby certain transfer restrictions will terminate on March 28,
2006 unless a qualifying offer to purchase these securities is made by RCI. In
the event such transfer restrictions terminate, during a three month period
subsequent to March 28, 2006, RCI has the option to extend the maturity of these
securities for up to three years from the original August 11, 2009 maturity
date. We have the option of repaying the Convertible Preferred securities in
cash or RCI Non-Voting Shares.

RESTRICTIONS ON THE TRANSFER, VOTING AND ISSUE OF SHARES

     RCI has a direct or indirect ownership interest in a number of distinct
Canadian undertakings which hold licences pursuant to applicable licencing
legislation (the "Telecommunications Legislation"). The Telecommunications
Legislation includes the Broadcasting Act (Canada), the Telecommunications Act
(Canada) and the Radiocommunication Act (Canada).

     The Telecommunications Legislation contains separate requirements relating
to the level of foreign ownership that is permitted in respect of a given class
of licenced undertaking. RCI believes that it, and each of its subsidiaries,
have at all times been in compliance with all of the relevant ownership
requirements of the Telecommunications Legislation.

     In April 1996, the Governor in Council (i.e., the federal cabinet) issued a
Direction to the CRTC respecting the ineligibility of non-Canadians to hold
broadcasting licences, including licences to operate cable television
undertakings. That Direction substantially harmonized the foreign ownership
requirements under the Broadcasting Act with those under the Telecommunications
Act and the Radiocommunication Act. The Direction was amended in 1997 to allow
two non-Canadian controlled telephone companies to hold licences to operate
cable television undertakings within their respective service areas. It was
amended in July 1998 to clarify the restrictions relating to a holding company's
ability to control or influence the programming decisions of the licensee
operating company.

     The revised Cabinet Direction authorizes non-Canadians to own and control,
directly or indirectly, up to 33 1/3% of the voting shares and up to 33 1/3% of
the number of votes attached to the voting shares of a holding company which has

                                       A-5
<PAGE>

a subsidiary operating company licenced under the Broadcasting Act. In addition,
up to 20% of the voting shares and up to 20% of the votes attached to the voting
shares of the operating licencee company may be owned and controlled, directly
or indirectly, by non-Canadians. The chief executive officer and 80% of the
members of the board of directors of the operating licensee company must be
Canadian. In addition, the holding company and its directors are prohibited from
exercising control or influence over the programming decisions of the licensee
company, unless the holding company satisfies the ownership requirements which
are applicable to the licensee company. There are no restrictions on the number
of non-voting shares that may be held by non-Canadians at either the holding
company or licencee company level. The CRTC retains the discretion under the
Direction to determine whether a given licencee is in fact controlled by
non-Canadians.

     The cellular, PCS and paging licenses held by RCI's indirect subsidiary,
Rogers Wireless Inc., include a condition requiring the licensed carrier company
to comply with the ownership restrictions set out in the Telecommunications Act
and the Radiocommunication Act. A maximum level of 20% of the issued voting
shares of the licensed carrier company may be owned by persons who are not
Canadians. In addition, at least 80% of the members of the board of directors of
the licensed carrier company must be Canadian. Pursuant to regulations
promulgated under the Telecommunications Act and the Radiocommunication Act, a
parent corporation may have up to 33 1/3% of its voting shares owned by non-
Canadians. Neither the licensed carrier company nor the parent holding
corporation (such as the Corporation) can be otherwise controlled by
non-Canadians.

     In order to ensure that RCI and any Canadian corporation in which RCI has a
direct or indirect interest remains qualified to hold or obtain any cable
television, broadcasting or telecommunications licence or authority to operate a
similar undertaking pursuant to the Telecommunications Legislation and to ensure
that the Corporation and any Canadian corporation in which RCI has an interest
is not in breach of the Telecommunications Legislation or any licences issued to
it or to any Canadian subsidiary, associate or affiliate of it under the
Telecommunications Legislation, the Articles of RCI impose certain restrictions
on the issue and transfer of RCI's shares and the exercise of voting rights
attached thereto. A copy of the text of such restrictions may be obtained from
the Secretary of RCI.

     If in the opinion of the board of directors of RCI circumstances arise in
the future that may jeopardize the ability of RCI and its subsidiaries to be
qualified to hold and obtain licences in Canada, the restrictions on transfer,
voting and issue of shares contained in the Articles of RCI will be invoked.

     On November 19, 2002, the Minister of Industry announced that the
Government of Canada will review the restrictions on foreign ownership
applicable to the telecommunications sector. In February 2003, Rogers Wireless
Inc. appeared before the Parliamentary Standing Committee on Industry, Science
and Technology and filed a brief in support of elimination of the restrictions.
Rogers Cable Communications Inc., another subsidiary of RCI, also made
representations in favour of elimination of the foreign ownership restrictions
on cable television companies. A similar submission had been made by RCI in
February of 2002 to the Standing Committee on Canadian Heritage urging the
removal of restrictions on foreign ownership applicable to cable television
companies. On April 28, 2003, the Standing Committee on Industry, Science and
Technology released a report to Parliament in which it recommended the removal
of all Canadian ownership requirements applicable to telecommunications common
carriers, which would include wireless carriers such as Rogers Wireless Inc. and
entities such as RCI that have a direct or indirect interest in such carriers.
This report also recommended that any changes made to the Canadian ownership
requirements for telecommunications common carriers be extended to cable
television companies, such as Rogers Cable Communications Inc. However, a second
report issued by the Standing Committee on Canadian Heritage in June, 2003, has
expressed concerns that changes in ownership restrictions for either
telecommunications common carriers or cable television companies could have an
adverse impact on the Canadian broadcasting system. Given these conflicting
reports, the Government of Canada has indicated that it will try to reconcile
the conflicting recommendations prior to taking any legislative action. This
reconciliation process is currently underway. It is not yet known whether the
Government of Canada will decide to amend the Telecommunications Legislation to
relax or eliminate the restrictions on either wireless carriers (such as Rogers
Wireless Inc.) or cable television companies (such as Rogers Cable
Communications Inc.) that distribute broadcasting services and provide internet
and other telecommunications services to the public.

                                       A-6
<PAGE>

                                  RISK FACTORS

     Any of the following risks could materially adversely affect RCI's
business, financial condition or results of operations. Additional risks and
uncertainties not currently known to RCI or that RCI currently deems to be
immaterial may also materially and adversely affect RCI's business, financial
condition or results of operations.

RISKS RELATING TO RCI

RCI'S HOLDING COMPANY STRUCTURE MAY LIMIT RCI'S ABILITY TO MEET ITS FINANCIAL
OBLIGATIONS.

     As a holding company, RCI's ability to meet its financial obligations is
dependent primarily upon the receipt of interest and principal payments on
intercompany advances, management fees, cash dividends and other payments from
its subsidiaries together with proceeds raised by RCI through the issuance of
equity and debt and from the sale of assets.

     Substantially all of RCI's business activities are operated by its
subsidiaries, other than certain centralized functions such as payables,
remittance processing, call centres and certain shared information technology
functions. All of RCI's subsidiaries are distinct legal entities and have no
obligation, contingent or otherwise, to make funds available to RCI whether by
dividends, interest payments, loans, advances or other payments, subject to
payment arrangements on intercompany advances and management fees. In addition,
the payment of dividends and the making of loans, advances and other payments to
RCI by these subsidiaries are subject to statutory or contractual restrictions,
are contingent upon the earnings of those subsidiaries and are subject to
various business and other considerations. The subsidiaries are parties to
various agreements, including certain loan agreements, that restrict the ability
of the respective subsidiaries to pay cash dividends or make advances or other
payments to RCI.

RCI IS CONTROLLED BY ONE SHAREHOLDER, WHOSE INTERESTS MAY CONFLICT WITH THOSE OF
OTHER SHAREHOLDERS.

     As at November 22, 2004, RCI had outstanding 56,235,394 RCI Class A Shares.
To the knowledge of RCI's directors and officers, the only person or corporation
beneficially owning, directly or indirectly, or exercising control or direction
over more than 10% of RCI's outstanding voting shares is Edward S. Rogers. As of
November 22, 2004, Edward S. Rogers beneficially owns or controls 51,116,099 RCI
Class A Shares, representing approximately 90.9% of the issued and outstanding
RCI Class A Shares, which class is the only class of issued shares carrying the
right to vote in all circumstances. Accordingly, Edward S. Rogers is, and will
continue to be after this Offer, able to elect a majority of RCI's board of
directors and to control the vote on matters submitted to a vote of RCI's
shareholders. The interests of Edward S. Rogers may not correspond with those of
other shareholders. For purposes of the foregoing, a reference to "Edward S.
Rogers" includes Edward S. Rogers, O.C., the President and Chief Executive
Officer and a director of RCI, and certain corporations, other than RCI, owned
or controlled directly or indirectly by him and trusts for the benefit of Mr.
Rogers and his family.

THE OPERATION OF RCI'S BUSINESS REQUIRES SUBSTANTIAL CAPITAL, AND THERE IS NO
GUARANTEE THAT FINANCING WILL BE AVAILABLE TO MEET THOSE REQUIREMENTS.

     The operation of RCI's networks, the marketing and distribution of its
products and services and future technology upgrades of the networks will
require substantial capital resources. RCI had approximately $5,300 million of
long-term debt outstanding at December 31, 2003 and, through its subsidiaries,
has subsequently incurred substantial additional indebtedness. RCI's PP&E
spending on a consolidated basis in 2003 was approximately $964 million.
Significant additional PP&E expenditures will also be required during 2004 and
in the future.

     The actual amount of PP&E expenditures required to finance RCI's operations
and network development may vary materially from RCI's estimates. RCI may incur
significant additional capital expenditures in the future as a result of
unforeseen delays in the development of its networks, cost overruns, customer
demand, unanticipated expenses, regulatory changes or other events that affect
RCI's businesses, and may need to obtain additional funds as a result of these
unforeseen events. RCI anticipates that additional debt financing may be needed
to fund cash requirements in the future. RCI cannot predict whether such
financing will be available, what the terms of such additional financing would
be or whether existing debt agreements would allow additional financing at that
time. If RCI cannot obtain additional financing when needed, RCI will have to
delay, modify or abandon some of its plans. This could slow RCI's growth and
negatively impact its ability to compete.

                                       A-7
<PAGE>

RCI'S SUBSTANTIAL LEVERAGE MAY HAVE ADVERSE CONSEQUENCES.

     RCI's substantial debt may have important consequences. For instance, it
could:

     -  make it more difficult for RCI to satisfy its financial obligations;

     -  require RCI to dedicate a substantial portion of any cash flow from
        operations to the payment of interest and principal due under its debt,
        which will reduce funds available for other business purposes;

     -  increase RCI's vulnerability to general adverse economic and industry
        conditions;

     -  limit RCI's flexibility in planning for, or reacting to, changes in its
        businesses and the industries in which it operates;

     -  place RCI at a competitive disadvantage compared to some of its
        competitors that have less financial leverage; and

     -  limit RCI's ability to obtain additional financing required to fund
        working capital and capital expenditures and for other general corporate
        purposes.

     RCI's ability to satisfy its obligations and to reduce its total debt
depends on its future operating performance and on economic, financial,
competitive and other factors, many of which are beyond RCI's control. RCI's
business may not generate sufficient cash flow and future financings may not be
available to provide sufficient net proceeds to meet these obligations or to
successfully execute its business strategies.

RCI MAY EXPERIENCE ADVERSE EFFECTS DUE TO EXCHANGE RATE AND INTEREST RATE
FLUCTUATIONS.

     Nearly all of RCI's business is transacted in Canadian dollars.
Accordingly, RCI is exposed to foreign exchange rate risk on its U.S. dollar
denominated debt. The exchange rate between Canadian dollars and U.S. dollars,
although historically less volatile than those of certain other foreign
currencies, has varied significantly over the last three years. Foreign exchange
and interest rate fluctuations may materially adversely affect RCI's financial
performance or results of operations. For a more complete discussion on the
impact of exchange rate and interest rate fluctuations, see the section entitled
"Interest Rate and Foreign Exchange Management" in RCI's 2003 management's
discussion and analysis, incorporated by reference into this document.

REGULATORY CHANGES COULD ADVERSELY AFFECT RCI'S RESULTS OF OPERATIONS.

     Substantially all of RCI's business activities (except for the
non-broadcasting operations of Rogers Media Inc.) are regulated by the Canadian
Federal Department of Industry, Science and Technology, on behalf of the
Minister of Industry (Canada) (collectively "Industry Canada") and the Canadian
Radio-television and Telecommunications Commission (CRTC) under the
Telecommunications Act (Canada), the Radiocommunication Act (Canada) and the
Broadcasting Act (Canada), and accordingly RCI's results of operations on a
consolidated basis are affected by changes in regulations and decisions by these
regulators. Such regulation relates to, among other things, licensing,
competition, the specific cable television programming services that RCI must
distribute, the rates it may charge to provide access to its network by third
parties, resale of its networks and roaming on to its networks, RCI's operation
and ownership of communications systems and its ability to acquire an interest
in other communications systems. In addition, RCI's cable, cellular, PCS, paging
and broadcasting licences may not generally be transferred without regulatory
approval. Changes in the regulation of RCI's business activities, including
decisions by regulators affecting RCI's operations (such as the granting or
renewal of licences or decisions as to rates RCI may charge its customers), or
changes in interpretations of existing regulations by courts or regulators,
could adversely affect RCI's consolidated results of operations.

RESTRICTIONS ON NON-CANADIAN OWNERSHIP AND CONTROL MAY ADVERSELY AFFECT RCI'S
COST OF CAPITAL.

     RCI's regulated subsidiaries must be Canadian-owned and controlled under
requirements enacted or adopted under the Broadcasting Act (Canada), the
Telecommunications Act (Canada) and the Radiocommunication Act (Canada). The
requirements generally provide that Canadians must own at least 80% of the
voting shares of the regulated entities, at least 80% of the members of the
board of directors must be Canadian, and the entities must not be controlled in
fact by non-Canadians. In addition, no more than 33 1/3% of the voting shares of
a parent company, such as RCI or the Corporation, may be held by non-Canadians
and the parent company must not be controlled in fact by non-Canadians in order
that such parent corporation may qualify as Canadian. These restrictions on
non-Canadian ownership and control may have an adverse effect on RCI, including
on its cost of capital. RCI's Articles and the

                                       A-8
<PAGE>

Articles of the Corporation contain provisions which constrain the issue and
transfer of certain classes of shares, including RCI Non-Voting shares, for the
purpose of ensuring that RCI and RCI's subsidiaries remain eligible to hold
licences or to carry on businesses which are subject to non-Canadian ownership
and control restrictions. RCI is in compliance with all applicable Canadian
ownership and control requirements.

RCI'S RELATIONSHIP WITH THE CORPORATION MAY CREATE CONFLICTS OF INTEREST.

     Because RWCI Restricted Voting Shares representing approximately 10% of the
Corporation's total equity are currently publicly traded, RCI's transactions
with the Corporation and its subsidiaries are currently subject to the
Corporation's obligation to these minority shareholders and the Corporation's
other significant shareholder. RCI's directors and officers who are also
directors or officers of the Corporation have certain fiduciary duties to those
companies and may find themselves in a position where their duties as RCI's
director or officer are in conflict with their duties as a director or officer
of the Corporation with respect to transactions involving RCI and the
Corporation. There can be no assurance that any such conflict will be resolved
in favour of RCI.

RCI MAY ENGAGE IN UNSUCCESSFUL ACQUISITIONS AND DIVESTITURES.

     Acquisitions of complementary businesses and technologies, development of
strategic alliances and divestitures of portions of RCI's business are an active
part of its overall business strategy. Services, technologies, key personnel or
businesses of acquired companies may not be effectively assimilated into RCI's
business or service offerings and RCI's alliances may not be successful. RCI may
not be able to successfully complete any divestitures on satisfactory terms, if
at all. Divestitures may result in a reduction in RCI's total revenues and net
income.

RCI MAY BE INVOLVED IN LEGAL PROCEEDINGS THAT MAY HAVE AN ADVERSE IMPACT ON IT.

     From time to time, RCI is involved in litigation or other legal proceedings
relating to claims arising out of its operations. The results of these matters
cannot be predicted with certainty. RCI may determine that it is necessary or
desirable to settle one or more of these claims on terms that are adverse to RCI
or one or more of these matters may be determined adversely to its interests and
a substantial judgment may be awarded against it. If either of the foregoing
events were to occur, there could be a material adverse impact on RCI's
business, financial condition, liquidity or results of operations.

RISKS RELATING TO RCI'S CABLE BUSINESS

ROGERS CABLE INC. MAY FAIL TO ACHIEVE EXPECTED REVENUE GROWTH FROM NEW AND
ADVANCED CABLE PRODUCTS AND SERVICES.

     Rogers Cable Inc. expects that a substantial portion of future growth will
be achieved from new and advanced cable, Internet, voice-over-cable telephony
and other IP products and services. Accordingly, Rogers Cable Inc. has invested
significant capital resources in the development of a technologically advanced
cable network in order to support a wide variety of advanced cable products and
services and has invested significant resources in the development of new
services to be provided over the network. However, consumers may not provide
sufficient demand for the enhanced cable products and services that are offered.
In addition, any initiatives to increase prices for Rogers Cable Inc.'s services
may result in increased churn of its subscribers and a reduction in the total
number of subscribers. Alternatively, Rogers Cable Inc. may fail to anticipate
demand for certain products and services, or may not be able to offer or market
these new products and services successfully to subscribers. Rogers Cable Inc.'s
failure to retain existing subscribers while increasing pricing or attract
subscribers to new products and services, or failure to keep pace with changing
consumer preferences for cable products and services, could slow revenue growth
and have a material adverse effect on Rogers Cable Inc.'s business and financial
condition. In addition, Rogers Cable Inc.'s discounted bundled product and
service offerings may fail to reduce churn and may have an adverse impact on
Rogers Cable Inc.'s financial results.

ROGERS CABLE INC. PLANS TO INVEST SUBSTANTIAL RESOURCES IN CONNECTION WITH
VOICE-OVER-CABLE TELEPHONY SERVICES AND MAY NOT RECOVER ALL OR ANY OF ITS
INVESTMENT.

     In connection with Rogers Cable Inc.'s offering of telephony services,
Rogers Cable Inc. anticipates that it will invest approximately $200 million of
PP&E expenditures by the end of 2005, with approximately $100 million to $120
million of the investment occurring in 2004. Once this initial platform is
deployed, the additional variable PP&E expenditures associated with adding each
voice-over-cable telephony service subscriber, which includes uninterruptible

                                       A-9
<PAGE>

back-up powering at the home, is expected to be in the range of $300 to $340 per
subscriber addition. Rogers Cable Inc. does not expect to generate significant
revenue, if any, from this investment during the next few years. Rogers Cable
Inc. also cannot predict whether its voice-over-cable telephony services, that
will be based on PacketCable technology, will be accepted by its customers or
whether its voice-over-cable telephony services will be competitive, from a
quality and price perspective, with other telephony services that will be
available to Rogers Cable Inc.'s customers. In addition, in deciding to invest
in voice-over-cable telephony services at this time, Rogers Cable Inc. has
assumed that Incumbent Local Exchange Carriers (ILECs) will continue to be
regulated for voice services and that safeguards will be put in place to
restrict their ability to offer these services in a bundle with competitive
services. Rogers Cable Inc. has also assumed that no material access obligations
or other new restrictions will be placed on it. If these assumptions prove to be
incorrect, Rogers Cable Inc. may not offer voice-over-cable telephony services
as contemplated. As a result of these uncertainties, Rogers Cable Inc. may not
recover any or all of its investment in telephony services, which could have a
material adverse effect on its business and financial condition.

ROGERS CABLE INC. FACES SUBSTANTIAL COMPETITION.

     Technological, regulatory and public policy trends have resulted in a more
competitive environment for cable television service providers, Internet Service
Providers (ISPs) and video sales and rental services in Canada. Rogers Cable
Inc. faces competition from entities utilizing other communications technologies
and may face competition from other technologies being developed or to be
developed in the future. The ability to attract and retain customers is also
highly dependent on the quality and reliability of service provided, as well as
execution of business processes in relation to services provided by competitors.
Competitors of cable include direct-to-home, or DTH, satellite providers, and
other distributors of multi-channel television signals to homes for a fee,
including "grey market" satellite service providers, which are U.S. direct
broadcast satellite, or DBS, providers whose signals are not sold but can be
acquired in Canada, terrestrially-based video service providers, microwave
multi-point distribution system, or MMDS, operators, satellite master antennae
television systems, or SMATVs, and over-air television broadcasters. Other
competitors of the cable television business are providers of "black market",
pirate systems to Canadian customers that enable customers to take, without
paying a fee, programming services from U.S. and Canadian satellite providers by
defeating the operation of the systems preventing unauthorized access.
Competitors of the Internet business include other ISPs offering competing
residential and commercial Internet access services. Competitors of the
videocassette, DVD and video games sales and rental business include other video
rental and retail outlets, as well as alternative entertainment media, such as
theatres, sporting events, PPV services and broadcasting services, as well as
competition from VOD and SVOD services introduced by cable television providers
and on-line-based subscription rental services. Any of these factors could
reduce Rogers Cable Inc.'s market share or decrease its revenue.

COMPETITION IN MULTIPLE DWELLING UNIT BUILDINGS COULD LEAD TO SUBSCRIBER LOSSES.

     The Broadcasting Distribution Regulations (Canada) do not allow Rogers
Cable Inc. or its competitors to obtain exclusive contracts in buildings where
it is technically feasible to install two or more systems. Approximately
one-third of Rogers Cable Inc.'s basic cable subscribers are located in multiple
dwelling unit buildings (MDUs). These regulations could lead to competitive
subscriber losses or pricing pressure in MDUs serviced by Rogers Cable Inc.,
which could result in a reduction in its revenue.

FORECASTING PROPERTY, PLANT AND EQUIPMENT EXPENDITURES MAY BECOME MORE
DIFFICULT, WHICH MAY INCREASE THE VOLATILITY OF CABLE'S OPERATING RESULTS.

     An increasing component of Rogers Cable Inc.'s PP&E expenditures will be to
support a series of more advanced services. These services include Rogers Cable
Inc.'s Internet, digital television, PVR, HDTV, VOD, SVOD, voice-over-telephony
and other enhanced services that require advanced subscriber equipment. A
substantial component of the PP&E required to support these services will be
demand driven. For example, increasing per-subscriber bandwidth usage may lead
to increased network costs. As a result, forecasting PP&E expenditure levels for
Rogers Cable Inc. will likely become less precise, which may increase the
volatility of Rogers Cable Inc.'s operating results from period to period.

INCREASING PROGRAMMING COSTS COULD ADVERSELY AFFECT ROGERS CABLE INC.'S RESULTS
OF OPERATIONS.

     Rogers Cable Inc.'s single most significant purchasing commitment is the
total annual cost of acquiring programming. Programming costs have increased
significantly in recent years, particularly in connection with the recent growth
in subscriptions to digital specialty channels. As Rogers Cable Inc. continues
to upgrade its analog and
                                       A-10
<PAGE>

digital cable selections, increasing programming costs within the industry could
adversely affect its operating results if Rogers Cable Inc. is unable to pass
such programming costs to its subscribers.

FAILURE BY PROGRAMMING SUPPLIERS TO CONTINUE THEIR OPERATIONS MAY REDUCE ROGERS
CABLE INC.'S REVENUE.

     There have been a significant number of new digital specialty channels and
services that have become available in Canada since the latter portion of 2001.
Rogers Cable Inc. believes that subscriber selection of these digital specialty
service channels, whether individually, in pre-set theme packs or in
customer-designed channel packages, will provide a consistent and growing stream
of new revenue. In addition, the ability to attract subscribers to digital cable
service is enhanced by the expanded variety of programming choices that are
currently available, including a growing amount of HDTV and on-demand
programming. If a number of programmers that supply digital specialty channels
face financial or operational difficulty sufficient to cause them to cease their
operations, and the number of digital specialty channels decreases
significantly, it may have a significant negative impact on Rogers Cable Inc.'s
revenue.

IF ROGERS CABLE INC. IS UNABLE TO DEVELOP OR ACQUIRE ADVANCED ENCRYPTION
TECHNOLOGY TO PREVENT UNAUTHORIZED ACCESS TO CABLE PROGRAMMING, ROGERS CABLE
INC. COULD EXPERIENCE A DECLINE IN REVENUES.

     Rogers Cable Inc. utilizes encryption technology to protect its cable
signals from unauthorized access and to control programming access based on
subscriber levels. There can be no assurance that Rogers Cable Inc. will be able
to effectively prevent or eliminate unauthorized decoding of signals in the
future. If Rogers Cable Inc. is unable to control cable access with its
encryption technology, its subscription levels for digital programming including
VOD and SVOD, as well as Rogers Video rentals, may decline, which could result
in a decline in Rogers Cable Inc.'s revenues.

ROGERS CABLE INC. IS REQUIRED TO PROVIDE ACCESS TO ITS CABLE SYSTEMS TO THIRD
PARTY INTERNET PROVIDERS, WHICH MAY RESULT IN INCREASED COMPETITION.

     Rogers Cable Inc. is required by the CRTC to provide access to its cable
systems to third party ISPs at mandated wholesale rates. The CRTC has approved
cost-based rates for third party Internet access service and certain of those
rates are currently under review by the CRTC. As a result of the requirement
that Rogers Cable Inc. provide access to third party ISPs, Rogers Cable Inc. may
experience increased competition for high-speed Internet retail subscribers. In
addition, these third party providers would utilize network capacity that Rogers
Cable Inc. could otherwise use for its own subscribers. A third party ISP has
connected to Rogers Cable Inc.'s network on a wholesale basis and is providing
competing high-speed internet services at retail. The increased competition and
reduced network capacity could result in a reduction of Rogers Cable Inc.'s
revenue.

FAILURE TO OBTAIN ACCESS TO SUPPORT STRUCTURES AND MUNICIPAL RIGHTS OF WAY COULD
INCREASE ROGERS CABLE INC.'S COSTS AND ADVERSELY AFFECT ITS BUSINESS.

     Rogers Cable Inc. requires access to support structures and municipal
rights of way in order to deploy facilities. Where access to municipal rights of
way cannot be secured, Rogers Cable Inc. applies to the CRTC to obtain a right
of access under the Telecommunications Act (Canada). However, in a recent
decision, the Supreme Court of Canada has determined that the CRTC does not have
the jurisdiction to establish the terms and conditions of access to the poles of
hydroelectric companies. As a result of this decision, the Canadian Cable
Telecommunications Association filed an application with the Ontario Energy
Board (OEB) asking it to set a pole rate for all hydroelectric distributors in
Ontario. The OEB accepted jurisdiction over this matter and held a hearing in
Fall 2004. Rogers Cable Inc. expects a decision from the OEB in 2005. In New
Brunswick, where there is currently no similar regulatory authority, Rogers
Cable Inc. has received notifications from electric distributors that they will
be seeking a rate increase for the poles that they own. As a result, the costs
of obtaining access to support structures of hydroelectric companies in each of
Rogers Cable Inc.'s cable service areas could be substantially increased and
could adversely affect Rogers Cable Inc.'s operating results.

ROGERS CABLE INC. IS HIGHLY DEPENDENT UPON ITS INFORMATION TECHNOLOGY SYSTEMS
AND THE INABILITY TO ENHANCE ITS SYSTEMS OR A SECURITY BREACH OR DISASTER COULD
HAVE AN ADVERSE IMPACT ON ROGERS CABLE INC.'S FINANCIAL RESULTS AND OPERATIONS.

     The day-to-day operation of Rogers Cable Inc.'s business is highly
dependent on its information technology systems. An inability to enhance Rogers
Cable Inc.'s information technology systems to accommodate additional customer
growth and to support new products and services could have an adverse impact on
Rogers Cable Inc.'s ability to acquire new subscribers, manage subscriber churn,
produce accurate and timely subscriber bills, generate revenue
                                       A-11
<PAGE>

growth and manage operating expenses, all of which could adversely impact Rogers
Cable Inc.'s financial results and position.

     In addition, Rogers Cable Inc. uses industry standard network and
information technology security, survivability and disaster recovery practices.
Approximately 1,500 of Rogers Cable Inc.'s employees and critical elements of
its network infrastructure and information technology systems are located at two
sites: its corporate offices in Toronto and its Toronto operations facility. In
the event that Rogers Cable Inc. cannot access either of these facilities, as a
result of a natural or manmade disaster or otherwise, Rogers Cable Inc.'s
operations may be significantly affected and may result in a condition that is
beyond the scope of Rogers Cable Inc.'s ability to recover without significant
service interruption and commensurate revenue and customer loss.

ROGERS CABLE INC. MAY BE REQUIRED TO PAY HIGHER ROYALTY RATES TO COPYRIGHT
COLLECTIVES, WHICH COULD ADVERSELY AFFECT ITS FINANCIAL POSITION.

     The Copyright Board of Canada (Copyright Board) is expected to issue a
decision in 2006 on the royalty rates for the retransmission of television and
radio services for the 2004-2008 period. As a result of this decision, the
royalties Rogers Cable Inc. owes to copyright collectives could increase. A rate
increase for 2004-2008, if Rogers Cable Inc. is unable to pass the increased
rates to its customers, could have a material adverse effect on its operating
results.

ROGERS CABLE INC.'S BUSINESS IS SUBJECT TO VARIOUS GOVERNMENTAL REGULATIONS.

     Rogers Cable Inc.'s operations are subject to governmental regulations
relating to, among other things, licencing, competition, programming and foreign
ownership. A significant percentage of Rogers Cable Inc.'s business activities
are regulated by the CRTC under the Telecommunications Act (Canada), the
Radiocommunication Act (Canada) and the Broadcasting Act (Canada), and
accordingly Rogers Cable Inc.'s results of operations are affected by changes in
regulations and decisions by the CRTC. Such regulation relates to, among other
things, licensing, competition, the specific cable television programming
services that Rogers Cable Inc. must distribute, as well as percentages of
foreign ownership and control of cable television licences. In addition, Rogers
Cable Inc.'s CRTC licences must be renewed from time to time and cannot be
transferred without regulatory approval. Rogers Cable Inc.'s cable television
systems are also required to obtain certain authorizations and to meet certain
technical standards established by the Canadian Federal Department of Industry
Canada (Industry Canada), pursuant to its authority under the Telecommunications
Act (Canada) and the Radiocommunication Act (Canada). Changes in regulation by
Industry Canada could adversely affect Rogers Cable Inc.'s business and results
of operation. In addition, the costs of providing Rogers Cable Inc.'s Internet
services may be increased from time to time as a result of compliance with
industry or legislative indicatives to address Internet-based issues such as
copyright infringement, unsolicited commercial e-mail and cyber-crime.

RISKS RELATING TO RCI'S WIRELESS BUSINESS

ROGERS WIRELESS INC. FACES SUBSTANTIAL COMPETITION.

     The Canadian wireless communications industry is highly competitive. In the
wireless voice and data market, Rogers Wireless Inc. competes primarily with two
other wireless service providers and may in the future compete with other
companies, including resellers, such as Virgin Mobile Canada, Sprint Canada and
Primus. Potential users of wireless voice and data systems may find their
communications needs satisfied by other current or developing technologies, such
as WiFi, "hotspots" or trunk radio systems, which have the technical capability
to handle mobile telephone calls. Rogers Wireless Inc. also competes with its
rivals for dealers and retail distribution outlets. There can be no assurance
that Rogers Wireless Inc.'s current or future competitors will not provide
services comparable or superior to those provided by Rogers Wireless Inc., or at
lower prices, adapt more quickly to evolving industry trends or changing market
requirements, enter the market in which Rogers Wireless Inc. operates, or
introduce competing services. Any of these factors could reduce Rogers Wireless
Inc.'s market share or decrease its revenue.

PRICE COMPETITION COULD ADVERSELY AFFECT ROGERS WIRELESS INC.'S CHURN RATE AND
REVENUE GROWTH.

     Aggressive pricing by industry participants in previous years has caused
significant reductions in Canadian wireless communications pricing. Rogers
Wireless Inc. believes that competitive pricing is a factor in causing churn.
Rogers Wireless Inc. cannot predict the extent of further price competition and
customer churn into the future, but Rogers Wireless Inc. anticipates some
ongoing re-pricing of its existing subscriber base as lower pricing offered to
attract new customers is extended to or requested by existing customers. In
addition, as wireless penetration of the

                                       A-12
<PAGE>

population deepens, new wireless customers may generate lower average monthly
revenues than those from Rogers Wireless Inc.'s existing customers, which could
slow revenue growth.

ROGERS WIRELESS INC. MAY FAIL TO ACHIEVE EXPECTED REVENUE GROWTH FROM NEW AND
ADVANCED WIRELESS SERVICES.

     Rogers Wireless Inc. expects that a substantial portion of future revenue
growth will be achieved from new and advanced wireless voice and data
transmission services. Accordingly, Rogers Wireless Inc. has invested and
continues to invest significant capital resources in the development of its
GSM/GPRS/EDGE network in order to offer these services. However, there may not
be sufficient consumer demand for these advanced wireless services.
Alternatively, Rogers Wireless Inc. may fail to anticipate or satisfy demand for
certain products and services, or may not be able to offer or market these new
products and services successfully to subscribers. Rogers Wireless Inc.'s
failure to attract subscribers to new products and services, or failure to keep
pace with changing consumer preferences for wireless products and services,
would slow revenue growth and have a material adverse effect on its business and
financial condition.

ROGERS WIRELESS INC. EXPECTS TO EXPERIENCE SIGNIFICANT CHANGE IN THE WIRELESS
COMMUNICATIONS INDUSTRY.

     The wireless communications industry is experiencing significant
technological change. This includes the increasing pace of digital upgrades to
existing wireless systems, evolving industry standards, ongoing improvements in
the capacity and quality of digital technology, shorter development cycles for
new products and enhancements and changes in end-user needs and preferences.
There is also uncertainty as to the pace and extent that consumer demand for
wireless services will continue to increase, as well as the extent to which
airtime and monthly recurring charges may continue to decline. As a result,
Rogers Wireless Inc.'s future prospects and those of its industry remain
uncertain.

THERE IS NO GUARANTEE THAT ROGERS WIRELESS INC.'S THIRD GENERATION TECHNOLOGY
WILL BE COMPETITIVE OR COMPATIBLE WITH OTHER TECHNOLOGIES.

     The deployment of EDGE technology may not be competitive or compatible with
other technologies. Rogers Wireless Inc. also expects to develop a Universal
Mobile Telecommunications System, or UMTS, technology based network that will
supplement its GSM/GPRS/EDGE networks. While Rogers Wireless Inc. and other U.S.
and international operators have selected these technologies as an evolutionary
step from current and future networks, there are other competing technologies
that are being developed and implemented in both Canada and other parts of the
world. None of the competing technologies is directly compatible with each
other. If the third generation technology that gains the most widespread
acceptance is not compatible with Rogers Wireless Inc.'s networks, competing
services based on such alternative technology may be preferable to subscribers
and Rogers Wireless Inc.'s business may be materially adversely affected.

ROGERS WIRELESS INC. MAY ENCOUNTER DIFFICULTIES WITH RESPECT TO THE CONTINUED
DEVELOPMENT OF THIRD GENERATION NETWORK TECHNOLOGY.

     Rogers Wireless Inc. is currently pursuing its strategy to transition its
technology network to third generation technology with enhanced digital voice
and data transmission capabilities. In order to implement this transition
successfully:

     -  network technology developers must complete the refinement of third
        generation network technologies, specifically UMTS, networking
        technologies; and

     -  Rogers Wireless Inc. must complete the implementation of the fixed
        network infrastructure to support its third generation technologies,
        which will include design and installation of upgrades to its existing
        network equipment.

     These steps may not be completed in the time frame or at the cost Rogers
Wireless Inc. anticipates. Rogers Wireless Inc.'s third generation technology
network will rely, in many instances, on new and unproven technology. As with
any new technology, there is a risk that the new technology Rogers Wireless Inc.
has chosen for its network will not perform as expected, that Rogers Wireless
Inc. may be unable to integrate the new technology with its current technology
and that Rogers Wireless Inc. may be unable to deliver next generation services
in a cost-effective manner. The occurrence of any of these difficulties could
delay the development of Rogers Wireless Inc.'s network, which could materially
adversely affect its business.

                                       A-13
<PAGE>

ROGERS WIRELESS INC. IS HIGHLY DEPENDENT UPON ITS INFORMATION TECHNOLOGY SYSTEMS
AND THE INABILITY TO ENHANCE ITS SYSTEMS OR A SECURITY BREACH OR DISASTER COULD
HAVE AN ADVERSE IMPACT ON ITS FINANCIAL RESULTS AND OPERATIONS.

     The day-to-day operation of Rogers Wireless Inc.'s business is highly
dependent on its information technology systems. An inability to enhance Rogers
Wireless Inc.'s information technology systems to accommodate additional
customer growth and support new products and services could have an adverse
impact on Rogers Wireless Inc.'s ability to acquire new subscribers, manage
subscriber churn, produce accurate and timely subscriber bills, generate revenue
growth and manage operating expenses, all of which could adversely impact its
financial results and position. In connection with Rogers Wireless Inc.'s
acquisition of Microcell, Rogers Wireless Inc. intends to integrate its
information technology systems with those of Microcell and this integration
could result in unexpected costs and complications that could have an adverse
impact on Rogers Wireless Inc.'s ability to retain customers, which could
materially adversely affect their financial results and position.

     In addition, Rogers Wireless Inc. uses industry standard network and
information technology security, survivability and disaster recovery practices.
Approximately 1,500 of Rogers Wireless Inc.'s employees and critical elements of
Rogers Wireless Inc.'s network infrastructure and information technology systems
are located at its corporate offices in Toronto. In the event that Rogers
Wireless Inc. cannot access these facilities, as a result of a natural or
manmade disaster or otherwise, Rogers Wireless Inc.'s operations may be
significantly affected and may result in a condition that is beyond the scope of
its ability to recover without significant service interruption and commensurate
revenue and customer loss.

ROGERS WIRELESS INC. IS DEPENDENT ON INFRASTRUCTURE AND HANDSET VENDORS, WHICH
COULD IMPACT THE QUALITY OF ITS SERVICES OR IMPEDE NETWORK DEVELOPMENT AND
EXPANSION.

     Rogers Wireless Inc. has relationships with a small number of essential
network infrastructure and handset vendors, over which it has no operational or
financial control and only limited influence in how they conduct their
businesses. The failure of one of Rogers Wireless Inc.'s network infrastructure
suppliers could delay programs to provide additional network capacity or new
capabilities and services across the business. Handsets and network
infrastructure suppliers may, among other things, extend delivery times, raise
prices and limit supply due to their own shortages and business requirements. If
these suppliers fail to deliver products and services on a timely basis, or fail
to develop and deliver handsets that satisfy Rogers Wireless Inc.'s customers'
demands, this could have a negative impact on Rogers Wireless Inc.'s business,
financial condition and results of operations. Similarly, interruptions in the
supply of equipment for Rogers Wireless Inc.'s networks could impact the quality
of its service or impede network development and expansion.

ROGERS WIRELESS INC. HAS SUBSTANTIAL CAPITAL REQUIREMENTS AND INTENDS TO MAKE
SUBSTANTIAL CAPITAL EXPENDITURES, AND ROGERS WIRELESS INC. MAY NOT BE ABLE TO
OBTAIN SUFFICIENT FINANCING TO EXECUTE ITS BUSINESS STRATEGY.

     The operation of Rogers Wireless Inc.'s wireless communications network,
the marketing and distribution of its products and services, the continued
evolution of network technologies and the addition of network capacity will
continue to require substantial capital resources. The actual amount of capital
required to finance Rogers Wireless Inc.'s operations and network development
may vary materially from its estimates. Rogers Wireless Inc. may not generate or
have access to sufficient capital to fund these future requirements. If Rogers
Wireless Inc. cannot obtain additional financing when needed, it will have to
delay, modify or abandon some of its plans to construct its third generation
network. This could slow Rogers Wireless Inc.'s growth and negatively impact its
ability to compete in the wireless communications industry.

A CHANGE IN FOREIGN OWNERSHIP LEGISLATION COULD INCREASE COMPETITION WHICH COULD
REDUCE ROGERS WIRELESS INC.'S MARKET SHARE OR DECREASE ITS REVENUE.

     Rogers Wireless Inc. could face increased competition if there is a removal
or relaxation of the limits on foreign ownership and control of wireless
licences. Legislative action to remove or relax these limits could result in
foreign telecommunication companies entering the Canadian wireless
communications market, through the acquisition of either wireless licences or of
a holder of wireless licences. The entry into the market of such companies with
significantly greater capital resources than Rogers Wireless Inc. has could
reduce its market share and cause Wireless' revenues to decrease.

                                       A-14
<PAGE>

THE IMPLEMENTATION OF WIRELESS LOCAL NUMBER PORTABILITY IN CANADA COULD CREATE
SIGNIFICANT COSTS FOR ROGERS WIRELESS INC. AND INCREASE CHURN.

     Over the past several years, certain countries in Europe and Asia have
implemented wireless local number portability ("WLNP"). In addition, the U.S.
wireless industry has also implemented WLNP. WLNP involves porting wireless
phone numbers to other wireless companies, but can also involve porting phone
numbers between wireline and wireless companies. The implementation of WLNP
systems and capabilities represents significant costs for the carriers in a
country. There has been no regulatory mandate for the implementation of WLNP in
Canada to date. The CRTC recently stated that it intends to review the matter in
its 2005/2006 planning period. If WLNP were to be mandated, this would require
the carriers, including Rogers Wireless Inc., to incur implementation costs that
could be significant and once implemented could cause an increase in churn among
Canadian wireless carriers.

ROGERS WIRELESS INC.'S BUSINESS IS SUBJECT TO VARIOUS GOVERNMENT REGULATIONS
THAT COULD ADVERSELY AFFECT ITS BUSINESS OR INCREASE COSTS OR COMPETITION.

     The licensing, construction and operation of wireless communications
systems in Canada are subject to the licensing requirements and oversight of
Industry Canada. In addition, various aspects of wireless communications
operations, including Rogers Wireless Inc.'s ability to enter into
interconnection agreements with traditional wireline telephone companies, are
subject to regulation by the CRTC. Any of the government agencies having
jurisdiction over Rogers Wireless Inc.'s business could adopt regulations or
take other actions that could materially adversely affect its business and
operations, including actions that could increase competition or that could
increase RCI's costs.

     Industry Canada grants radio licences for a specified term. All of Rogers
Wireless Inc.'s licences expire in 2011. Industry Canada has placed conditions
on the maintenance of Rogers Wireless Inc.'s licences and has the authority at
any time to modify these licensing conditions to the extent necessary to ensure
the efficient and orderly development of radio communication facilities and
services in Canada. Industry Canada may decide not to renew Rogers Wireless
Inc.'s licences when they expire and any failure by Rogers Wireless Inc. to
comply with the conditions on the maintenance of its licences could result in a
revocation or forfeiture of any of its licences or the imposition of fines by
Industry Canada.

     Rogers Wireless Inc. intends to interconnect its wireless network with the
telecommunications network operated by Microcell, as a competitive local
exchange carrier, for the purpose of termination of traffic on the public
switched telephone network. This arrangement could be challenged before the
CRTC. If the CRTC decided to disallow this arrangement this could adversely
affect Rogers Wireless Inc.'s business, including increased tax and operating
costs.

CONTRIBUTION RATE INCREASES COULD ADVERSELY AFFECT ROGERS WIRELESS INC.'S
RESULTS OF OPERATIONS.

     Rogers Wireless Inc. is required to make payments equal to an annual
percentage of adjusted revenues in accordance with the CRTC's revenue-based
contribution scheme to a fund established to subsidize the provision of basic
local service. The percentage of adjusted revenues payable is revised annually
by the CRTC. The CRTC has announced a contribution levy of 1.1% as both the
final rate for 2003 and the interim rate for 2004. Rogers Wireless Inc. cannot
anticipate the final rate for 2004 or the rates for future years. The fee
increase Rogers Wireless Inc. charges its subscribers to recover the cost of the
increased contribution levy may result in a significant number of its
subscribers deciding to deactivate their service and may make it difficult for
Rogers Wireless Inc. to attract new subscribers, particularly if some or all of
Rogers Wireless Inc.'s competitors do not increase their fees or do not increase
them to the same extent as Rogers Wireless Inc. does, and could materially
adversely affect Rogers Wireless Inc.'s business.

THIRD GENERATION SPECTRUM ALLOCATION COULD INCREASE ROGERS WIRELESS INC.'S COSTS
AND CREATE A SIGNIFICANT CAPITAL FUNDING REQUIREMENT.

     Industry Canada has released a proposed policy regarding third generation
spectrum allocation and has indicated that a third generation spectrum auction
may occur in the 2005 to 2006 timeframe. The spectrum frequency range for third
generation has not been fully resolved, but Rogers Wireless Inc. believes that
it will likely bear a close resemblance to the U.S. allocation. Although Rogers
Wireless Inc. has acquired additional spectrum in connection with its
acquisition of Microcell, it may choose to participate in the proposed auction
to acquire new spectrum. Rogers Wireless Inc. does not know how much the cost of
acquiring such spectrum in the proposed auction will be or when it will occur.
Rogers Wireless Inc. could face a significant capital funding requirement in
connection with this proposed auction.
                                       A-15
<PAGE>

RESTRICTIONS ON THE USE OF WIRELESS HANDSETS WHILE DRIVING MAY REDUCE SUBSCRIBER
USAGE.

     Certain provincial government bodies are considering legislation to
restrict or prohibit wireless handset usage while driving. Legislation banning
the use of hand-held phones while driving was implemented in Newfoundland in
April 2003, which permits the use of hands-free devices. Legislation has been
proposed in other jurisdictions to restrict or prohibit the use of wireless
handsets while driving motor vehicles. Some studies have indicated that certain
aspects of using wireless handsets while driving may impair the attention of
drivers in various circumstances, making accidents more likely. Laws prohibiting
or restricting the use of wireless handsets while driving could have the effect
of reducing subscriber usage, which could cause a material adverse effect on
Rogers Wireless Inc.'s business. Additionally, concerns over the use of wireless
handsets while driving could lead to litigation relating to accidents, deaths or
bodily injuries, which could also have a material adverse effect on Rogers
Wireless Inc.'s business.

CONCERNS ABOUT RADIO FREQUENCY EMISSIONS MAY ADVERSELY AFFECT ROGERS WIRELESS
INC.'S BUSINESS.

     Occasional media and other reports have highlighted alleged links between
radio frequency emissions from wireless handsets and various health concerns,
including cancer, and interference with various medical devices, including
hearing aids and pacemakers. While there are no definitive reports or studies
stating that such health issues are directly attributable to radio frequency
emissions, concerns over radio frequency emissions may discourage the use of
wireless handsets or expose Rogers Wireless Inc. to potential litigation. It is
also possible that future regulatory actions may result in the imposition of
more restrictive standards on radio frequency emissions from low powered devices
such as wireless handsets. Rogers Wireless Inc. is unable to predict the nature
or extent of any such potential restrictions.

ROGERS WIRELESS INC. COULD LOSE ITS WIRELESS LICENCES IF RCI OR ROGERS WIRELESS
INC. FAIL TO COMPLY WITH GOVERNMENTAL LIMITS ON NON-CANADIAN OWNERSHIP AND
CONTROL.

     Rogers Wireless Inc.'s wireless licences include a condition requiring RCI
to comply with the ownership restrictions of the Telecommunications Act
(Canada), the legislation that governs the provision of telecommunications
services in Canada by telecommunications service providers. This condition
provides that:

     -  a minimum of 80% of the issued voting shares of a licenced carrier
        company, such as Rogers Wireless Inc., must be owned and controlled by
        Canadians;

     -  a minimum of 80% of the members of the board of directors of a licenced
        carrier company must be Canadians;

     -  a parent corporation of a licenced carrier company, such as RCI and the
        Corporation, must have at least 66 2/3% of its voting shares owned and
        controlled by Canadians; and

     -  neither a licenced carrier nor its parent corporation may be otherwise
        controlled in fact by non-Canadians.

     Under the Radiocommunication Act (Canada), the legislation that governs the
licensing and use of radio frequency spectrum in Canada, Rogers Wireless Inc.'s
eligibility to hold its wireless licences is subject to the requirement that:

     -  no more than 20% of the voting shares of the Corporation's wholly-owned
        subsidiary, Rogers Wireless Inc., and no more than 33 1/3% of the voting
        shares of RCI or the Corporation, may be held by non-Canadians; and

     -  neither Wireless nor RCI may be otherwise effectively controlled by
        non-Canadians.

     RCI and Wireless are currently in compliance with all of these Canadian
ownership and control requirements. However, to the extent that these
requirements are violated, Wireless would be subject to various penalties,
possibly including, in the extreme case, the loss of Wireless' wireless
licences.

ROGERS WIRELESS INC. IS AND WILL CONTINUE TO BE INVOLVED IN LITIGATION.

     On August 9, 2004, a proceeding under the Class Actions Act (Saskatchewan)
was brought against providers of wireless communications in Canada, including
Rogers Wireless Inc. and Microcell. The proceeding involves allegations by
wireless customers of breach of contract, misrepresentation and false
advertising arising out of the charging of system access fees. The plaintiffs
seek unquantified damages from the defendant wireless communications service
providers. The proceeding has not been certified as a class action and it is too
early to determine whether the proceeding will qualify for certification as a
class action. Similar proceedings have also been brought against Rogers Wireless
Inc. and Microcell and other providers of wireless communications in Canada.

                                       A-16
<PAGE>

     On April 21, 2004, a proceeding was brought against Microcell and others
alleging breach of contract, breach of confidence, misuse of confidential
information, breach of a duty of loyalty, good faith and to avoid a conflict of
duty and self interest, and conspiracy. The plaintiff is seeking damages in the
amount of $160 million. The proceeding is at an early stage.

     Rogers Wireless Inc. is and may from time to time be named as a defendant
in other legal actions arising in the ordinary course of Rogers Wireless Inc.'s
business, including claims arising out of its dealer arrangements.

ROGERS WIRELESS INC. REMAINS SUBJECT TO RISKS ARISING OUT OF ITS ACQUISITION OF
MICROCELL, SUCH AS THE RISKS THAT IT MAY NOT BE ABLE TO SUCCESSFULLY INTEGRATE
MICROCELL AND MAY NOT BE ABLE TO REALIZE THE ANTICIPATED SYNERGIES.

     Rogers Wireless Inc.'s bid for Microcell was based on the belief that
acquiring Microcell would enable it to achieve cost savings from elimination of
duplicative operations and redundant infrastructure and to benefit from
efficiencies in operating and capital spending. The successful realization of
these synergies will depend on a number of factors, many of which are beyond
Rogers Wireless Inc.'s control. Rogers Wireless Inc. may not be able to achieve
any of the cost savings it anticipates from the acquisition, thereby causing its
financial results to be less than it expects.

     Rogers Wireless Inc. may not be able to successfully integrate and manage
Microcell's business because of unanticipated difficulties in assimilating
Microcell's operations, services and corporate culture into its own. In
particular, Rogers Wireless Inc.'s existing GSM/GPRS/EDGE network, information
technology systems and billing systems and those of Microcell will require
integration that could result in unexpected costs and complications that could
have an adverse impact on its ability to retain customers and adversely impact
on its financial results and position. If Rogers Wireless Inc. is unable to
successfully integrate and manage Microcell's business, or if the integration
costs, including severance and other employee related costs, as well as costs to
consolidate facilities, systems and operations, are more than anticipated or the
integration diverts management attention or other resources from the operation
of Rogers Wireless Inc.'s existing business, then Rogers Wireless Inc.'s
business and financial results may suffer.

     Rogers Wireless Inc. may also be subject to unexpected claims and
liabilities arising from the acquisition of Microcell, including claims and
liabilities of Microcell that were not disclosed to Rogers Wireless Inc. or that
exceed its estimates. These claims could be costly to defend and result in
liabilities to Rogers Wireless Inc. which may be material in amount.

     Rogers Wireless Inc.'s telecommunications network and the
telecommunications network operated by Microcell are based on network equipment
and infrastructure supplied by different telecommunications equipment vendors.
This could materially adversely affect or delay Rogers Wireless Inc.'s network
integration plans and increase its capital and operating costs.

RISKS RELATING TO RCI'S MEDIA BUSINESS

A DECLINE IN DEMAND FOR ADVERTISING WOULD ADVERSELY AFFECT ROGERS MEDIA INC.'S
RESULTS OF OPERATIONS.

     Rogers Media Inc. depends on advertising as a material source of its
revenue and its businesses would be adversely affected by a further material
decline in the demand for local or national advertising. Rogers Media Inc.
derived approximately 53.4% of its revenues in 2003 from the sale of
advertising. Rogers Media Inc. expects advertising will continue to be a
material source of Rogers Media Inc.'s revenue in the future. Advertising
revenue, which is largely a function of consumer confidence and general economic
conditions, remains unpredictable, although the diversity of the businesses
Rogers Media Inc. operates, both geographically and in terms of the breadth of
media, helps to provide some stability to the advertising revenue base. Most of
Rogers Media Inc.'s advertising contracts are short-term contracts that can be
terminated by the advertiser with little notice. A reduction in advertising
spending or loss of material advertising relationships would adversely affect
Rogers Media Inc.'s results of operations and financial position.

ROGERS MEDIA INC.'S ABILITY TO GENERATE ADVERTISING REVENUE IS ADVERSELY
AFFECTED BY LOCAL AND REGIONAL ECONOMIC DOWNTURNS.

     Expenditures by advertisers tend to be cyclical, reflecting overall
economic conditions as well as budgeting and buying patterns outside of Rogers
Media Inc.'s control. Moreover, because a substantial portion of Rogers Media
Inc.'s advertising revenue is derived from local advertisers, Rogers Media
Inc.'s ability to generate advertising revenue in specific markets is adversely
affected by local or regional economic downturns. This is particularly true in
the

                                       A-17
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concentrated Toronto market, where the combined revenue from Rogers Media Inc.'s
four radio stations and two over-the-air television stations represented
approximately 14% of Media's revenue in 2003.

ROGERS MEDIA INC.'S BUSINESS IS SENSITIVE TO EXTERNAL EVENTS.

     External events and consumer behavior substantially influence advertising
patterns and media usage. A terrorist attack, such as occurred in the United
States on September 11, 2001, or a war, may result in a shift in consumer focus
and a change in the price or quantity of advertising purchased. If advertising
and media spending decline following an unforeseen event, Rogers Media Inc.'s
advertising revenues could be adversely affected.

A LOSS IN ROGERS MEDIA INC.'S LEADERSHIP POSITION IN RADIO, TELEVISION OR
MAGAZINE READERSHIP COULD ADVERSELY IMPACT ROGERS MEDIA INC.'S SALES VOLUMES AND
ADVERTISING RATES.

     It is well established that advertising dollars migrate to media properties
that are leaders in their respective markets and categories when advertising
budgets are tightened. Although most of Rogers Media Inc.'s radio, television
and magazine properties are currently leaders in their respective markets, such
leadership may not continue in the future. Advertisers base a substantial part
of their purchasing decisions on statistics such as ratings and readership
generated by industry associations and agencies. If Rogers Media Inc.'s radio
and television ratings or magazine readership levels were to decrease
substantially, Rogers Media Inc.'s advertising sales volumes and the rates which
it charges advertisers could be adversely affected.

ROGERS MEDIA INC.'S FAILURE TO IDENTIFY, COMPLETE AND INTEGRATE ACQUISITIONS
COULD SLOW THE GROWTH OF ITS BUSINESS AND ADVERSELY AFFECT ITS FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.

     Historically, Rogers Media Inc.'s growth has been generated, in part, by
strategic acquisitions. Rogers Media Inc. intends to continue to selectively
pursue acquisitions of radio and television stations and publishing properties.
Rogers Media Inc. is not able to predict whether it will be successful in
acquiring properties that enhance its businesses. If Rogers Media Inc. is unable
to identify and complete acquisitions, its growth could slow from historical
levels. In addition, Rogers Media Inc. could face difficulties associated with
integrating the operations of businesses that it does acquire, which could have
a material adverse effect on Rogers Media Inc.'s business, financial condition
or results of operations.

ROGERS MEDIA INC. FACES INCREASED COMPETITION.

     New programming or content services, as well as alternative media
technologies, such as digital radio services, satellite radio, DTH satellite,
wireless and wired pay television, Internet radio and video programming, and
on-line publications have either begun competing, or may in the future compete,
with Rogers Media Inc.'s properties for programming and publishing content,
audiences and advertising revenues. These competing technologies may increase
audience fragmentation, reduce Rogers Media Inc.'s ratings or have an adverse
effect on its local or national advertising revenue. These or other technologies
and business models may have a material adverse effect on Rogers Media Inc.'s
results of operations.

A REDUCTION IN SUPPORT FROM THE CANADIAN MAGAZINE FUND MAY HAVE AN ADVERSE
AFFECT ON ROGERS MEDIA INC.'S FINANCIAL POSITION.

     The Government of Canada created the Canadian Magazine Fund (CMF) to help
encourage Canadian publishers to continue to produce high-quality and innovative
Canadian editorial content, subject to certain eligibility requirements.
Beginning with the fiscal year ended March 31, 2001, the CMF intended to provide
$150.0 million in funding to Canadian magazine publishers through 2003, $75.0
million of which is intended to support Canadian editorial content. In the
fiscal year ended March 31, 2002, the CMF distributed $25.0 million to over 400
publishers in support of Canadian editorial content, with funding pro-rated
among publishers based on their respective share of total eligible Canadian
editorial expenses. Rogers Media Inc. qualified for approximately $5.0 million
in support from the CMF in 2002. For fiscal years beginning with the fiscal year
ended March 31, 2004, the Government of Canada has announced a number of changes
to the Canadian editorial content envelope of the CMF. Total funding was reduced
in the fiscal year ended March 31, 2004 to $18.0 million and will be reduced to
$16.0 million in each of the next two fiscal years. In addition, editorial
content funding was re-oriented to enable the Government to address the
industry's current needs and current market conditions, with more funding
provided to ethno-cultural, aboriginal, and minority official-language
publications, small community newspapers, arts and literary magazines, and
small-circulation magazines. The reduction in the CMF's support of Rogers Media
Inc. may have an adverse affect on its financial position.
                                       A-18
<PAGE>

AN INCREASE IN PAPER PRICES, PRINTING COSTS OR POSTAGE COULD ADVERSELY AFFECT
ROGERS MEDIA INC.'S RESULTS OF OPERATIONS.

     A significant portion of Publishing's operating expenses consist of paper,
printing and postage expenses. Paper is Publishing's single largest raw material
expense, representing approximately 7.3% of Publishing's operating expenses in
2003. Publishing depends upon outside suppliers for all of its paper supplies,
holds relatively small quantities of paper in stock itself, and is unable to
control paper prices, which can fluctuate considerably. Moreover, Publishing is
generally unable to pass paper cost increases on to customers. Printing costs
represented approximately 13.1% of Publishing's operating expenses in 2003.
Publishing relies on third parties for all of its printing services. In
addition, Publishing relies on the Canadian Postal Service to distribute a large
percentage of its publications. A material increase in paper prices, printing
costs or postage expenses to Publishing could have a material adverse effect on
Rogers Media Inc.'s business, results of operations or financial condition.

CHANGES IN REGULATORY POLICIES MAY ADVERSELY AFFECT ROGERS MEDIA INC.'S
BUSINESS.

     Rogers Media Inc. expects the CRTC to review the Commercial Radio Policy
1998 in 2005 to address issues such as multiple licence ownership and Canadian
content. In the interim, the CRTC is reviewing satellite radio issues, including
the establishment of a satellite radio policy and licensing framework. The CRTC
has released its digital television policy, covering issues such as priority
carriage and simultaneous substitution. Rogers Media Inc. believes that the CRTC
policy provides an effective framework for the growth and development of digital
television broadcasting in Canada. A CRTC consultation has also been established
to develop a framework for the transition or migration of analog to digital for
specialty services.

     The cable and telecommunications industries in Canada generally promote the
easing or elimination of foreign ownership restrictions. If successful, the
easing or elimination of such ownership restrictions may cause or require
integrated communications companies to establish a separate ownership structure
for their broadcasting content entities.

TARIFF INCREASES COULD ADVERSELY AFFECT ROGERS MEDIA INC.'S RESULTS OF
OPERATIONS.

     Copyright liability pressures continue to affect radio services. The
Copyright Board is considering proposed changes to both Tariff 2 (Broadcast TV)
and Tariff 17 (Non-broadcast TV). While the Society of Composers, Authors and
Music Publishers of Canada (SOCAN) has sought tariff increases for each of these
tariffs, certain specialty services, including Rogers Sportsnet, also have
sought tariff payment adjustments that explicitly recognize the differing value
of music for different genres of services. SOCAN and the Neighbouring Rights
Collective Society (NRCC) also have proposed increases to each of their
respective radio tariffs, with the NRCC also seeking to eliminate important
revenue threshold and all-talk station tariff payment exemptions. If fees were
to increase, such increases could adversely affect Rogers Media Inc.'s results
of operations.

PRESSURES REGARDING CHANNEL PLACEMENT COULD NEGATIVELY IMPACT THE TIER STATUS OF
CERTAIN OF ROGERS MEDIA INC.'S CHANNELS.

     Pressures regarding the favourable channel placement of The Shopping
Channel below the first cable tier will likely increase. The CRTC is currently
considering a policy change which could require cable broadcast distribution
undertakings to carry mandatory services below the first cable tier. This
decision, along with the licensing of new local TV stations, has the potential
to negatively affect The Shopping Channel's placement in some cable systems.
Unfavourable channel placement could negatively affect The Shopping Channel's
sales and could have a material adverse effect on Rogers Media Inc.'s results of
operations.

                                       A-19
<PAGE>

                                  SCHEDULE "B"

                     INFORMATION CONCERNING THE CORPORATION

RECENT DEVELOPMENTS

     See "Information Concerning RCI -- Recent Developments" in Schedule "A"
hereto.

DIVIDEND POLICY

     There were no cash dividends declared by the Corporation for the period
from September 1, 1985 to the date of this Circular nor does the Corporation
anticipate paying any dividends in the foreseeable future. The Corporation is
party to various credit agreements that restrict the Corporation's ability to
declare dividends.

SHARE CAPITAL OF THE CORPORATION

     The authorized capital of the Corporation consists of an unlimited number
of RWCI Class A Shares, without par value, an unlimited number of RWCI
Restricted Voting Shares, without par value, and an unlimited number of First
Preferred Shares, issuable in series, without par value. As at November 22,
2004, 62,820,371 RWCI Class A Shares and 80,553,913 RWCI Restricted Voting
Shares were issued and outstanding.

RWCI CLASS A SHARES AND RWCI RESTRICTED VOTING SHARES

     Except as otherwise provided below, the RWCI Class A Shares and the RWCI
Restricted Voting Shares rank equally in all respects and neither class may be
subdivided, consolidated, reclassified or otherwise changed unless
contemporaneously therewith the other class is changed in the same proportion or
the same manner, and no distribution of assets or issuance of options, rights
may be made to the holders of either class unless the same distribution or
issuance is made, on a share for share basis, to the holders of the other class.

     Subject to the prior rights of holders of any outstanding First Preferred
Shares, the holders of outstanding RWCI Class A Shares and RWCI Restricted
Voting Shares are entitled to receive dividends on a share for share basis out
of assets legally available therefor at such times and in such amounts as the
Board of Directors may from time to time determine without preference or
distinction among or between the RWCI Class A Shares and RWCI Restricted Voting
Shares.

     The holders of the RWCI Restricted Voting Shares are generally entitled to
one vote per share other than with respect to the election of directors and the
appointment of auditors and are entitled, voting separately as a class, to elect
three directors of the Corporation. The holders of the RWCI Class A Shares are
generally entitled to ten votes per share. There is no cumulative voting. In
addition to being entitled to receive notice of, to attend in person or by proxy
and to vote at all meetings of holders of RWCI Restricted Voting Shares, each
holder of the RWCI Restricted Voting Shares is entitled to receive notice of, to
attend in person or by proxy and to speak, but not vote, at all class meetings
of holders of RWCI Class A Shares. Under the terms of the Shareholder Protection
Agreement described under "Shareholder Protection Agreement" in this Schedule
"B", RCI has agreed that, so long as RCI owns or controls shares representing
50% or more of the voting power of the shares of the Corporation, RCI will not
vote any RWCI Restricted Voting Shares which it may own or control with respect
to the election of such directors.

     Each outstanding RWCI Class A Share may at any time, at the option of the
holder, be converted into one RWCI Restricted Voting Share. The RWCI Restricted
Voting Shares are not convertible into any other class of shares.

     The RWCI Class A Shares and RWCI Restricted Voting Shares are not
redeemable and holders thereof as such have no pre-emptive or subscription
rights to purchase any securities of the Corporation. Upon the liquidation,
dissolution or winding up of the Corporation, the holders of RWCI Class A Shares
and RWCI Restricted Voting Shares shall be entitled, subject to such rights as
the holders of the RWCI Preferred Shares may have, to participate equally, share
for share. The outstanding RWCI Class A Shares and RWCI Restricted Voting Shares
are fully paid and non-assessable.

RESTRICTIONS ON NON-CANADIAN OWNERSHIP AND CONTROL

     In order to ensure that the Corporation and any Canadian corporation in
which the Corporation has a direct or indirect interest remains qualified to
hold or obtain any license required to carry on a cellular, radio, PCS, paging
or similar undertaking and to ensure that the Corporation and any Canadian
corporation in which the Corporation has an interest is not in breach of any
applicable prescribed law of Canada or a province or any licenses issued to it
or to any
                                       B-1
<PAGE>

Canadian subsidiary, associate or affiliate of it under such law, the Articles
of the Corporation impose certain restrictions on the issue and transfer of the
Corporation's shares and the exercise of voting rights attached thereto. A copy
of the full text of such constraints may be obtained from the Secretary of the
Corporation.

     The cellular, PCS and paging licenses held by the Corporation's
wholly-owned subsidiary, Rogers Wireless Inc., include a condition requiring the
licensed carrier company to comply with the ownership restrictions set out in
the Telecommunications Act (Canada) and the Radiocommunication Act (Canada). A
maximum level of 20% of the issued voting shares of the licensed carrier company
may be owned by persons who are not Canadians. In addition, at least 80% of the
members of the board of directors of the licensed carrier company must be
Canadian. Pursuant to regulations promulgated under the Telecommunications Act
(Canada) and the Radiocommunication Act (Canada), a parent holding corporation
(such as the Corporation) may have up to 33 1/3% of its voting shares owned by
non-Canadians. Neither the licensed carrier company nor the parent corporation
can be otherwise controlled by non-Canadians.

     The Corporation is required to limit the ownership of the Corporation's
voting shares, which include only the RWCI Class A Shares, by persons who are
not Canadians to a maximum of 33 1/3% of the total issued and outstanding voting
shares. The RWCI Restricted Voting Shares are not voting shares for the purposes
of the Telecommunications Act (Canada) and the Radiocommunication Act (Canada).
Accordingly, the issue and transfer of the RWCI Restricted Voting Shares is not
constrained by the Articles of the Corporation. The Corporation will apply the
constraints in the Articles of the Corporation to ensure that no more than
33 1/3% of the RWCI Class A Shares are beneficially owned by non-Canadians.

     On November 19, 2002, the Minister of Industry announced that the
Government of Canada would review the restrictions on foreign ownership
applicable to the telecommunications sector. In February, 2003, Rogers Wireless
Inc. appeared before the Parliamentary Standing Committee on Industry, Science
and Technology and filed a brief in support of elimination of the restrictions.
A similar submission had been made by RCI, in February of 2002 to the Standing
Committee on Canadian Heritage urging the removal of restrictions on foreign
ownership applicable to cable television companies. On April 28, 2003, the
Standing Committee on Industry, Science and Technology released a report to
Parliament in which it recommended the removal of all Canadian ownership
requirements applicable to telecommunications common carriers, which would
include wireless carriers such as Rogers Wireless Inc. and entities such as the
Corporation that have a direct or indirect interest in such carriers. This
report also recommended that any changes made to the Canadian ownership
requirements for telecommunications common carriers be extended to cable
television companies, such as Rogers Cable Communications Inc., an affiliate of
the Corporation. However, a second report issued by the Standing Committee on
Canadian Heritage in June, 2003, has expressed concerns that changes in
ownership restrictions for either telecommunications common carriers or cable
television companies could have an adverse impact on the Canadian broadcasting
system. Given these conflicting reports, the Government of Canada has indicated
that it will try to reconcile the conflicting recommendations prior to taking
any legislative action. This reconciliation process is currently underway. It is
not yet known whether the Government of Canada will decide to amend the
telecommunications legislation to relax or eliminate the restrictions on
wireless carriers such as Rogers Wireless Inc.

SHAREHOLDER PROTECTION AGREEMENT

     The Corporation and RCI have entered into the Shareholder Protection
Agreement which provides that:

     1.    in respect of a Going Private Transaction (as defined below)
           involving the Corporation proposed by RCI or insiders, associates or
           affiliates of RCI, (a) a formal valuation of the RWCI Restricted
           Voting Shares and of any non-cash consideration being offered to
           holders of such shares will be prepared by an independent valuer, (b)
           the consideration offered per share will not be less than the value,
           or the low point of the range of values, arrived at in the formal
           valuation, and (c) such transaction will be subject to approval by at
           least 66 2/3% of the votes cast by the minority holders of RWCI
           Restricted Voting Shares (minority shareholders exclude affiliates of
           the Corporation); and

     2.    in respect of an Issuer Bid or Insider Bid (each as defined below)
           made by RCI or any of its subsidiaries relating to the Corporation,
           (a) a formal valuation of the RWCI Restricted Voting Shares and of
           any non-cash consideration being offered to holders of such shares
           will be prepared by an independent valuer, and (b) the consideration
           offered per share to holders of RWCI Restricted Voting Shares will
           not be less than 66 2/3% of the value (or of the mid point of the
           range of values) arrived at in the formal valuation.

                                       B-2
<PAGE>

     Such Issuer Bids, Insider Bids and Going Private Transactions are referred
to collectively as the "Transactions".

     The Corporation and RCI also agreed under the terms of the Shareholder
Protection Agreement that a committee of independent directors of the
Corporation would be responsible for the selection of the independent valuer and
would review and report to the Board of Directors on any Transaction. The Board
of Directors is required to disclose their reasonable beliefs as to the
desirability or fairness of the Transaction to holders of RWCI Restricted Voting
Shares. The Corporation and RCI have agreed that a valuer will not be considered
to be independent for the purposes of a formal valuation where such person acts
as adviser in respect of the Transaction or where the compensation structure
gives such person a financial incentive in respect of the conclusion of the
formal valuation.

     Under the terms of the Shareholder Protection Agreement, formal valuations
shall be based upon techniques that are appropriate in the circumstances, after
considering going-concern assumptions and/or liquidation assumptions, together
with other relevant assumptions. Such formal valuations shall not be less than
the higher of going-concern value and liquidation value and shall not include
any downward adjustment in the value of the RWCI Restricted Voting Shares to
reflect the liquidity thereof, the effect of the Transaction or the fact that
the RWCI Restricted Voting Shares do not form part of a controlling interest.

     The Corporation has agreed to take all reasonably necessary steps to
maintain a listing of the RWCI Restricted Voting Shares on the NASDAQ National
Market System or a stock exchange in the United States and on a Canadian stock
exchange (except in each case if the Corporation no longer meets the minimum
listing requirements as a result of a Transaction completed in accordance with
the terms of the Shareholder Protection Agreement).

GOING PRIVATE TRANSACTIONS

     A Going Private Transaction, for the purposes of the Shareholder Protection
Agreement, is a transaction involving the Corporation whereby the interest of a
holder of RWCI Restricted Voting Shares may be terminated without the consent of
that holder and without the substitution therefor of an interest of equivalent
fair market value in a participating security of the Corporation or of a
successor to the business of the Corporation or a controlling shareholder
thereof, including RCI. Where a transaction is not a Going Private Transaction
because of the substitution of a participating security of equivalent value, the
Corporation is required to obtain and disclose a formal valuation to the holders
of RWCI Restricted Voting Shares, other than in cases where the Corporation's
net assets exceed 90% of the successor corporation's consolidated net assets
upon completion of the transaction, as determined by the Board of Directors. A
Going Private Transaction does not include the acquisition of RWCI Restricted
Voting Shares pursuant to a statutory right of acquisition. A statutory right of
acquisition, under applicable Canadian law, allows an offeror who, pursuant to a
take-over bid made for all outstanding RWCI Restricted Voting Shares, acquires
90% or more of the RWCI Restricted Voting Shares subject to the bid, to acquire
the RWCI Restricted Voting Shares of holders not accepting such bid, subject to
such holder's right to dissent and receive the fair value of his or her RWCI
Restricted Voting Shares.

INSIDER BIDS

     For the purposes of the Shareholder Protection Agreement, an Insider Bid is
an offer made by RCI or a subsidiary of RCI, while an insider of the Corporation
(as defined under Ontario securities legislation in effect as of August 7, 1991
(the "Former Act")), to acquire RWCI Restricted Voting Shares, where the RWCI
Restricted Voting Shares subject to such offer together with RCI's RWCI
Restricted Voting Shares (including RWCI Restricted Voting Shares into which
RCI's RWCI Class A Shares are convertible) constitute in the aggregate 20% or
more of the outstanding RWCI Restricted Voting Shares (including RWCI Restricted
Voting Shares into which RCI's RWCI Class A Shares are convertible). An Insider
Bid which under the Former Act would be exempt from the requirement that it be
made to all holders of RWCI Restricted Voting Shares is not subject to the
Shareholder Protection Agreement. That would include where (i) it is an offer
for not more than 5% of the outstanding RWCI Restricted Voting Shares at a price
not in excess of the market price, (ii) the purchase is made from not more than
five persons and the value of the consideration does not exceed 115% of the
market price, or (iii) the number of holders of RWCI Restricted Voting Shares in
Ontario is minimal (i.e., 50 holders or fewer holding 2% or less of the RWCI
Restricted Voting Shares).

     The Offer is an Insider Bid for purposes of the Shareholder Protection
Agreement and the Offer is being carried out in accordance with the terms of the
Shareholder Protection Agreement.

                                       B-3
<PAGE>

ISSUER BIDS

     An Issuer Bid in respect of the Corporation, for the purposes of the
Shareholder Protection Agreement, is an offer by the Corporation to acquire RWCI
Restricted Voting Shares, other than an exempt offer under the Former Act,
including pursuant to (i) market purchases through the TSX where the aggregate
number of RWCI Restricted Voting Shares acquired within any twelve month period
does not exceed the greater of 5% of the outstanding RWCI Restricted Voting
Shares and 10% of the public float (being the number of RWCI Restricted Voting
Shares owned by persons other than directors and senior officers of the
Corporation and holders of more than 10% of the RWCI Restricted Voting Shares or
RWCI Class A Shares), (ii) purchases from current or former employees of the
Corporation or of its affiliates where the value of the consideration does not
exceed the market price and the aggregate number of RWCI Restricted Voting
Shares acquired by the Corporation within a twelve month period from such
current or former employees does not exceed 5% of the outstanding RWCI
Restricted Voting Shares or (iii) purchases where the number of holders of RWCI
Restricted Voting Shares in Ontario is minimal (i.e. 50 holders or fewer holding
2% or less of the RWCI Restricted Voting Shares).

OTHER

     The Shareholder Protection Agreement provides certain instances where a
Transaction is not subject to the valuation and minority approval requirements,
including where the price to be offered to all shareholders is arrived at
through arm's length negotiations with a selling holder of a sizeable block of
RWCI Restricted Voting Shares, provided such holder had full knowledge and
access to information concerning the Corporation. Moreover, a Going Private
Transaction will not be subject to minority shareholder approval where 90% or
more of the outstanding RWCI Restricted Voting Shares are held by RCI or its
affiliates.

     Under the terms of the Shareholder Protection Agreement, RCI has agreed
that, so long as RCI owns or controls shares representing 50% or more of the
voting power of the shares of the Corporation, RCI will not vote any RWCI
Restricted Voting Shares which it may own or control with respect to the
election of the three directors to be elected by the holders of RWCI Restricted
Voting Shares as a class.

     The provisions of the Shareholder Protection Agreement may not be waived or
amended by the Corporation or RCI without the approval by a majority of the
votes cast by holders of RWCI Restricted Voting Shares, excluding any holder who
is an affiliate of the Corporation. The rights and obligations under the
Shareholder Protection Agreement are in addition to any applicable requirements
of law and regulatory authorities.

TAKE-OVER BID PROTECTION FOR RWCI RESTRICTED VOTING SHARES

     Under applicable Canadian law, an offer to purchase RWCI Class A Shares
would not necessarily require that an offer be made to purchase RWCI Restricted
Voting Shares. In compliance with the rules of the Canadian stock exchanges, RCI
entered into an agreement (the "Trust Agreement") with CIBC Mellon Trust Company
(the "Trustee") and the Corporation in order to provide the holders of the RWCI
Restricted Voting Shares with certain rights in the event of a take-over bid for
RWCI Class A Shares. A take-over bid, generally defined, is an offer to acquire
outstanding equity or voting shares where, as a result thereof, the offeror
would own more than 20% of the shares of the class.

     The Trust Agreement operates by reference to Ontario securities legislation
in effect from time to time and, based upon the application of existing Ontario
securities legislation, would prevent the sale of RWCI Class A Shares owned,
directly or indirectly, by RCI pursuant to a take-over bid, at a price per share
in excess of 115% of the market price of the RWCI Restricted Voting Shares as
determined under such legislation (generally, the twenty day average trading
price of such shares prior to a bid). This prohibition will not apply if: (a)
such sale is made pursuant to an offer to purchase RWCI Class A Shares made to
all holders of RWCI Class A Shares and an offer identical in all material
respects is made concurrently to purchase RWCI Restricted Voting Shares, which
identical offer has no condition attached other than the right not to take-up
and pay for the shares tendered if no shares are purchased pursuant to the offer
for RWCI Class A Shares; or (b) there is a concurrent unconditional offer to
purchase all of the RWCI Restricted Voting Shares at a price per share at least
as high as the highest price per share paid pursuant to the take-over bid for
the RWCI Class A Shares. The Trust Agreement will not prevent certain indirect
sales resulting from the acquisition of shares of a corporation which, directly
or indirectly, controls, or is controlled by RCI or the Corporation where the
transferor and transferee are members of the Rogers Family and the sale is
otherwise made in accordance with applicable law. Indirect sales within the
Rogers Family between issue of Mr. Rogers (other than from parent to child)

                                       B-4
<PAGE>

are not excluded from the operation of the Trust Agreement. The phrase "Rogers
Family" is defined to mean (i) Edward S. Rogers, (ii) his spouse, (iii) any
issue of Mr. Rogers, (iv) his estate, (v) any trust primarily for the issue of
Mr. Rogers, spouses of such issue, Mr. Rogers himself or his spouse, and (vi)
any and all corporations of which more than 90% of the voting shares and all of
the participating shares are directly or indirectly owned by one or more of the
foregoing.

     Under the Trust Agreement, if any person acquires 20% or more of RCI
Non-Voting Shares by means of a take-over bid, such acquisition will not
constitute a take-over bid for RWCI Class A Shares for purposes of the Trust
Agreement. In addition, if the net book value of the Corporation multiplied by
RCI's percentage interest therein is not greater than 80% of the net book value
of RCI on a consolidated basis, then, for the purposes of the Trust Agreement, a
take-over bid for RCI will not be deemed to be a take-over bid for the RWCI
Class A Shares.

     Under the Trust Agreement, any disposition of RWCI Class A Shares
(including a transfer to a pledgee as security) by RCI or any person or company
which they control is conditional upon such person or company becoming a party
to an agreement on substantially similar terms and conditions as are contained
in the Trust Agreement.

     The Trust Agreement provides that if a person or company carries out an
indirect sale in respect of any RWCI Class A Shares in contravention of the
Trust Agreement and, following such sale, such RWCI Class A Shares are owned by
RCI, RCI shall not from the time such sale becomes effective and thereafter: (a)
dispose of any such RWCI Class A Shares or convert them into RWCI Restricted
Voting Shares, in either case without the prior written consent of the Trustee;
or (b) exercise any voting rights attaching to such RWCI Class A Shares except
in accordance with the written instructions of the Trustee. The Trustee may
attach conditions to any consent the Trustee gives in exercising its rights
thereunder and shall exercise such rights in a manner that the Trustee considers
to be: (i) in the best interests of the holders of the RWCI Restricted Voting
Shares, other than RCI and holders who, in the opinion of the Trustee,
participated directly or indirectly in the transaction that triggered the
operation of this provision; and (ii) consistent with the intentions of RCI and
the Corporation in entering into the Trust Agreement.

     The Trust Agreement contains provisions for the authorization of action by
the Trustee to enforce the rights thereunder on behalf of the holders of the
RWCI Restricted Voting Shares. The obligation of the Trustee to take such action
will be conditional on the Corporation or holders of the RWCI Restricted Voting
Shares providing such funds and indemnity as the Trustee may require. No holder
of RWCI Restricted Voting Shares will have the right, other than through the
Trustee, to institute any action or proceeding or to exercise any other remedy
to enforce any rights arising under the Trust Agreement unless the Trustee fails
to act on a request authorized by holders of not less than 10% of the
outstanding RWCI Restricted Voting Shares after provision of reasonable funds
and indemnity to the Trustee.

     The Trust Agreement provides that it may not be amended, and no provision
thereof may be waived, except with the approval of at least two-thirds of the
votes cast by the holders of RWCI Restricted Voting Shares present or
represented at a meeting duly called for the purpose of considering such
amendment or waiver which two-thirds majority shall include a simple majority of
the votes cast by holders of RWCI Restricted Voting Shares excluding the
shareholders and their affiliates and any persons who have an agreement to
purchase RWCI Class A Shares on terms which would constitute a sale for purposes
of the Trust Agreement other than as permitted thereby prior to giving effect to
such amendment or waiver.

     No provision of the Trust Agreement limits the rights of any holder of RWCI
Restricted Voting Shares under applicable securities legislation.

                                       B-5
<PAGE>

                                  SCHEDULE "C"

         INFORMATION CONCERNING DIRECTORS AND EXECUTIVE OFFICERS OF RCI

     The following table sets forth the name, current principal occupation or
employment (including the name, principal business and address of the
organization in which such occupation is conducted) and material occupations,
positions, offices or employments during the past five years for each member of
the board of directors and each executive officer of the RCI. Unless indicated
otherwise, each person is a citizen of Canada. Unless indicated otherwise, the
current principal business and address of each person is One Mount Pleasant
Road, Toronto, Ontario and such person's business telephone number at that
address is 416-935-1100. None of the persons listed below has been (1) convicted
in a criminal proceeding during the past five years (excluding traffic
violations or similar misdemeanors), or (2) a party to any judicial or
administrative proceeding during the past five years (except for matters that
were dismissed without sanction or settlement) that resulted in a judgement,
decree or final order enjoining the person from future violations of, or
prohibiting activities subject to, federal or state securities laws, or a
finding of any violation of federal or state securities laws.

<Table>
<Caption>
                                               CURRENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND
NAME AND PRINCIPAL BUSINESS ADDRESS            MATERIAL POSITIONS HELD DURING THE PAST FIVE YEARS
- -----------------------------------            --------------------------------------------------
<S>                                            <C>
DIRECTORS
Ronald D. Besse..............................  A resident of Toronto, Ontario, Mr. Besse has served as a
BesseCo Holdings Inc.                          director of RCI since June 1984. Mr. Besse was formerly
100 Adelaide Street West                       Chairman, President and Chief Executive Officer of Gage
Suite #1302                                    Learning Corporation (an educational publisher). Mr. Besse
Toronto, Ontario                               is also a director of CML Healthcare Inc., C.I. Fund
M5H 1S3                                        Management, Inc. and Luxembourg Cambridge Holding Group
                                               and Rogers Cable Inc. Mr. Besse is a member of the Chief
                                               Executives' Organization, World Presidents' Organization,
                                               and is a past president of the Canadian Book Publishers'
                                               Council.

H. Garfield Emerson, Q.C., ICD.D.............  A resident of Toronto, Ontario, Mr. Emerson has served as
Fasken Martineau DuMoulin LLP                  non-executive Chairman of the board of directors of RCI
Toronto Dominion Bank Tower                    since 1993 and has been a director of RCI since 1989. Mr.
P.O. Box 20, Suite 4200                        Emerson has also served as a director of the Corporation
66 Wellington Street West                      since 1992 and has served as non-executive Deputy Chairman
Toronto-Dominion Centre                        of the Board of Directors since May, 2002. Mr. Emerson is
Toronto, Ontario M5K 1N6                       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
                                               Inc., 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.

Peter C. Godsoe, O.C. .......................  A resident of Toronto, Ontario, Mr. Godsoe has served as a
Scotia Plaza                                   director of RCI since October, 2003. Mr. Godsoe has served
40 King Street West, Suite 3005                as Chairman (1995), Chief Executive Officer (1993),
Toronto, Ontario                               President and Chief Operating Officer (1992) and Vice
M5H 1H1                                        Chairman (1982), of The Bank of Nova Scotia since 1966.
                                               Mr. Godsoe stepped down as CEO on December 2, 2003. Mr.
                                               Godsoe is Chairman of Fairmont Hotels & Resorts and Sobeys
                                               Inc. His corporate directorships include 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.

</Table>

                                       C-1
<PAGE>

<Table>
<Caption>
                                               CURRENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND
NAME AND PRINCIPAL BUSINESS ADDRESS            MATERIAL POSITIONS HELD DURING THE PAST FIVE YEARS
- -----------------------------------            --------------------------------------------------
<S>                                            <C>
Thomas I. Hull...............................  A resident of Toronto, Ontario, Mr. Hull has served as a
The Hull Group                                 director of RCI since 1979 and as a director of the
BCE Place                                      Corporation since 1991. Mr. Hull has been Chairman and
181 Bay Street, Suite 4200                     Chief Executive Officer of The Hull Group of Companies, an
Toronto, Ontario M5J 2T3                       insurance firm, since 1954. Mr. Hull is also a director of
                                               Rogers Wireless Inc., Rogers Cable Inc. and Rogers
                                               Telecommunications Limited.

Robert W. Korthals...........................  A resident of Toronto, Ontario, Mr. Korthals has served as
P.O. Box 298, Suite 4545                       a director of RCI since February, 1995. Mr. Korthals is
Royal Trust Tower, TD Centre                   currently Chairman of the Ontario Teachers Pension Plan
77 King Street West                            Board and a director of Cognos Inc., Suncor Energy Inc.,
Toronto, Ontario                               Mulvihill Exchange Traded Closed-End Funds, Easyhome Ltd.,
M5K 1K2                                        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...............................  A resident of Toronto, Ontario, Mr. Lind has served as
Rogers Communications Inc.                     Vice Chairman of RCI since 1991, as a director of RCI
333 Bloor Street East, 10th Floor              since 1979 and has been associated with RCI since 1969.
Toronto, Ontario M4W 1G9                       Mr. Lind also serves as a director of a number of other
                                               companies, including Brascan Corporation, Canadian General
                                               Tower Limited, Council for Business and the Arts, The
                                               Outdoor Life Network, and the Power Plant (a contemporary
                                               art gallery).

Alexander Mikalachki.........................  A resident of London, Ontario, Mr. Mikalachki has served
Rogers Communications Inc.                     as a director of RCI since June 1999. Mr. Mikalachki is
333 Bloor Street East, 10th Floor              also a director of The Independent Order of Foresters. Mr.
Toronto, Ontario M4W 1G9                       Mikalachki served as Acting Dean, 1989-90, Associate Dean,
                                               Programs, 1981-1991 and Professor Emeritus, 2000, Richard
                                               Ivey School of Business, University of Western Ontario.
                                               Mr. Mikalachki holds a B.Comm., Sir George Williams
                                               College and an M.B.A., Ph.D., Ivey Business School,
                                               University of Western Ontario.

The Hon. David R. Peterson, P.C., Q.C........  A resident of Toronto, Ontario, Mr. Peterson has served as
Cassels, Brock & Blackwell LLP                 a director of RCI and of the Corporation since 1991. Mr.
Suite 2100, 40 King Street West                Peterson is a senior partner and Chairman of the law firm
Toronto, Ontario M5H 3C2                       Cassels Brock & Blackwell LLP. Mr. Peterson also serves as
                                               a director of a number of other companies, including
                                               Rogers Wireless Inc., BNP Paribas, Ivanhoe Cambridge
                                               Shopping Centres Limited, Industrielle Alliance Assurance
                                               Company and National Life Assurance Company of Canada.

Edward "Ted" S. Rogers, O.C..................  A resident of Toronto, Ontario, Mr. Rogers has served as
Rogers Communications Inc.                     President, Chief Executive Officer and a director of RCI
333 Bloor Street East, 10th Floor              since 1979. Mr. Rogers has also served as a director and
Toronto, Ontario M4W 1G9                       Chairman of the Corporation since 1991. He also serves as
                                               a director of Rogers Wireless Inc., Rogers Cable Inc.,
                                               Rogers Media Inc., Rogers Telecommunications Limited,
                                               Cable Television Laboratories, Inc. and the Canadian Cable
                                               Television Association.

</Table>

                                       C-2
<PAGE>

<Table>
<Caption>
                                               CURRENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND
NAME AND PRINCIPAL BUSINESS ADDRESS            MATERIAL POSITIONS HELD DURING THE PAST FIVE YEARS
- -----------------------------------            --------------------------------------------------
<S>                                            <C>
Edward Rogers................................  A resident of Toronto, Ontario, Mr. Rogers has served as a
Rogers Cable Inc.                              director of RCI since May 1997. Mr. Rogers also serves as
333 Bloor Street East, 7th Floor               a director of Futureway Communications Inc. Mr. Rogers was
Toronto, Ontario M4W 1G9                       appointed President and Co- Chief Executive Officer of
                                               Rogers Cable Inc. in February 2003 and became President
                                               and Chief Executive Officer of Rogers Cable Inc. in June
                                               2003. Mr. Rogers served as director of the Corporation
                                               from September 1999 to May 2004. From 1998 to 2000, Mr.
                                               Rogers served as Rogers Cable Inc.'s 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.

Loretta A. Rogers............................  A resident of Toronto, Ontario, Mrs. Rogers has served as
Rogers Communications Inc.                     a director of RCI since 1979 and as a director of the
333 Bloor Street East, 10th Floor              Corporation since May, 2003. Mrs. Rogers also serves as a
Toronto, Ontario M4W 1G9                       director of Rogers Wireless Inc., Rogers
                                               Telecommunications Limited and Sheena's Place.

Melinda Rogers...............................  A resident of Toronto, Ontario, Ms. Rogers has served as a
Rogers Communications Inc.                     director of RCI since May 2002. Ms. Rogers serves as Vice
333 Bloor Street East, 10th Floor              President, Strategic Planning and Venture Investments. She
Toronto, Ontario M4W 1G9                       is a director of The Ontario Media Development
                                               Corporation, STSN Inc. and the Jays Care Foundation. Ms.
                                               Rogers served as a director of Rogers Cable Inc. from
                                               March 2000 to May 2004. Ms. Rogers was appointed Vice
                                               President, Venture Investments of RCI in September 2000.
                                               Prior to joining RCI, Ms. Rogers was a Product Manager for
                                               Excite@Home, Redwood City, California. Ms. Rogers holds a
                                               B.A., University of Western Ontario, and an M.B.A.,
                                               University of Toronto.

William T. Schleyer..........................  An American citizen and a resident of Rye Beach, New
Adelphia Communications Corp.                  Hampshire, Mr. Schleyer has served as a director of RCI
5619 DTC Parkway                               since August, 1998. Mr. Schleyer was appointed Chairman
Greenwood Village, CO 80111                    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. ..........................  A resident of Toronto, Ontario, Mr. Tory has served as a
Thomson Investments Limited                    director of RCI since December 1979. Mr. Tory is President
65 Queen Street West, 21st Floor               of Thomson Investments Limited. Mr. Tory also serves as a
Toronto, Ontario                               director of The Thomson Corporation, The Woodbridge
M5H 2M8                                        Company Limited and Abitibi- Consolidated Inc. Mr. Tory
                                               was educated at University of Toronto Schools, Toronto,
                                               Phillips Academy, Andover, Massachusetts, and University
                                               of Toronto and holds an LL.B., University of Toronto. Mr.
                                               Tory was called to the Bar of Ontario in 1954 and
                                               appointed Queen's Counsel in 1965.

</Table>

                                       C-3
<PAGE>

<Table>
<Caption>
                                               CURRENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND
NAME AND PRINCIPAL BUSINESS ADDRESS            MATERIAL POSITIONS HELD DURING THE PAST FIVE YEARS
- -----------------------------------            --------------------------------------------------
<S>                                            <C>
J. Christopher C. Wansbrough.................  A resident of Toronto, Ontario, Mr. Wansbrough has served
Rogers Telecommunications Limited              as a director of RCI since 1982 and as a director of the
333 Bloor Street East, 10th Floor              Corporation since May, 2003. Mr. Wansbrough has served as
Toronto, Ontario M4W 1G9                       Chairman of Rogers Telecommunications Limited since
                                               December 1997. Mr. Wansbrough also served as President of
                                               National Trust Company from 1977 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 Rogers Wireless Inc. and Rogers
                                               Cable Inc. Other affiliations include Chairman of the
                                               Board of the R.S. McLaughlin Foundation and the
                                               Independent Order of Foresters.

Colin D. Watson..............................  A resident of Toronto, Ontario, Mr. Watson was elected a
Vector Aerospace Corporation                   director of RCI in May 2004. Mr. Watson was appointed
105 Bedford Road                               President and Chief Executive Officer of Vector Aerospace
Toronto, Ontario                               Corporation, an aviation services firm, in November 2003.
M5R 2K4                                        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
                                               President and Chief Executive Officer of Rogers Cable Inc.
                                               Mr. Watson also serves as a director of a number of other
                                               companies, including Rogers Cable Inc., Vector Aerospace
                                               Corporation, Cygnal Technologies Corp., B Split II
                                               Corporation, Kasten Chase Applied Research Limited,
                                               NorthStar Aerospace, OnX Incorporated, Persona Inc., Great
                                               Lakes Carbon Income Fund and Louisiana-Pacific
                                               Corporation.

W. David Wilson..............................  A resident of Toronto, Ontario, Mr. Wilson has served as a
Scotia Capital Inc.                            director of RCI since February 1979. Mr. Wilson is Vice
7th Floor, Box 4085                            Chairman, Bank of Nova Scotia and Chairman and Chief
40 King Street West                            Executive Officer, Scotia Capital Inc. Mr. Wilson joined
Toronto, Ontario                               McLeod Young Weir Limited in 1971 and became Managing
M5W 2X6                                        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, the Dean's Advisory Council for the
                                               Schulich School of Business, York University and the
                                               5-year Review Committee (reviewing the Securities Act
                                               (Ontario). Mr. Wilson holds a B. Comm., University of
                                               Toronto and an M.B.A., York University.


EXECUTIVE OFFICERS

Alexander R. Brock...........................  A resident of Toronto, Ontario, Mr. Brock was appointed as
Rogers Communications Inc.                     Vice President, Business Development of RCI in 2002. Mr.
333 Bloor Street East, 10th Floor              Brock has been associated with the Rogers group of
Toronto, Ontario M4W 1G9                       companies in various executive capacities since 1994.

M. Lorraine Daly.............................  A resident of Mississauga, Ontario, Ms. Daly has served as
Rogers Communications Inc.                     Vice President, Treasurer of RCI since 1989 and has been
333 Bloor Street East, 10th Floor              associated with RCI since 1987. Ms. Daly has also been
Toronto, Ontario M4W 1G9                       Vice President, Treasurer of the Corporation since 1991.

</Table>

                                       C-4
<PAGE>

<Table>
<Caption>
                                               CURRENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND
NAME AND PRINCIPAL BUSINESS ADDRESS            MATERIAL POSITIONS HELD DURING THE PAST FIVE YEARS
- -----------------------------------            --------------------------------------------------
<S>                                            <C>
Bruce D. Day.................................  A resident of Toronto, Ontario, Mr. Day has served as Vice
Rogers Communications Inc.                     President, Corporate Development of RCI since 1991. Mr.
333 Bloor Street East, 10th Floor              Day has been associated with RCI since 1983. Mr. Day is a
Toronto, Ontario M4W 1G9                       director of JDS Uniphase Corporation.

H. Garfield Emerson, Q.C., ICD.D ............  A resident of Toronto, Ontario, Mr. Emerson has served as
Fasken Martineau DuMoulin LLP                  non-executive Chairman of the board of directors of RCI
Toronto Dominion Bank Tower                    since 1993 and has been a director of RCI since 1989. Mr.
P.O. Box 20, Suite 4200                        Emerson has also served as a director of the Corporation
66 Wellington Street West                      since 1992 and has served as non-executive Deputy Chairman
Toronto-Dominion Centre                        of the Board since May, 2002. Mr. Emerson is the National
Toronto, Ontario M5K 1N6                       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 Inc.,
                                               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.

Kenneth G. Engelhart.........................  A resident of Toronto, Ontario, Mr. Engelhart has served
Rogers Communications Inc.                     as Vice President, Regulatory Law of RCI since 1992 and
333 Bloor Street East, 10th Floor              has been associated with RCI since 1990.
Toronto, Ontario M4W 1G9

Alan D. Horn, CA.............................  A resident of Toronto, Ontario, Mr. Horn has served as
Rogers Communications Inc.                     Vice President, Finance and Chief Financial Officer of RCI
333 Bloor Street East, 10th Floor              since 1996, prior to which Mr. Horn served as Vice
Toronto, Ontario M4W 1G9                       President, Administration of RCI. Mr. Horn has also served
                                               as a Vice President of the Corporation since 1996.

Jan L. Innes.................................  A resident of Toronto, Ontario, Ms. Innes has served as
Rogers Communications Inc.                     Vice President, Communications of RCI since 1995.
333 Bloor Street East, 10th Floor
Toronto, Ontario M4W 1G9

Philip B. Lind...............................  A resident of Toronto, Ontario, Mr. Lind has served as
Rogers Communications Inc.                     Vice Chairman of RCI since 1991, as a director of RCI
333 Bloor Street East, 10th Floor              since 1979 and has been associated with RCI since 1969.
Toronto, Ontario M4W 1G9                       Mr. Lind also serves as a director of a number of other
                                               companies, including Brascan Corporation, Canadian General
                                               Tower Limited, Council for Business and the Arts, The
                                               Outdoor Life Network, and the Power Plant (a contemporary
                                               art gallery).

Bruce M. Mann, C.P.A.........................  A resident of Toronto, Ontario, Mr. Mann has served as
Rogers Communications Inc.                     Vice President, Investor Relations of RCI since 2001. From
333 Bloor Street East, 10th Floor              1998 to 2001, Mr. Mann served as Vice President, Investor
Toronto, Ontario M4W 1G9                       Relations of Metronet Communications Inc. and, from 1986
                                               to 1998, he was associated with US West, Inc., most
                                               recently as Investor Relations Director. Mr. Mann is a CPA
                                               and a CMA and holds an MBA from the University of Denver
                                               where he also taught as an adjunct Professor of
                                               Accounting.

Ronan D. McGrath.............................  A resident of Toronto, Ontario, Mr. McGrath has served as
Rogers Communications Inc.                     President, Rogers Shared Services and Chief Information
One Mount Pleasant Road                        Officer of RCI since 1996, prior to which Mr. McGrath
M4Y 2Y5                                        served as Chief Information Officer of Canadian National
                                               Railways (a national rail Toronto Ontario company).

</Table>

                                       C-5
<PAGE>

<Table>
<Caption>
                                               CURRENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND
NAME AND PRINCIPAL BUSINESS ADDRESS            MATERIAL POSITIONS HELD DURING THE PAST FIVE YEARS
- -----------------------------------            --------------------------------------------------
<S>                                            <C>
Graeme H. McPhail............................  A resident of Toronto, Ontario, Mr. McPhail has served as
Rogers Communications Inc.                     Vice President, Associate General Counsel of RCI since
333 Bloor Street East, 10th Floor              1997 and has been associated with RCI since 1991. Mr.
Toronto, Ontario M4W 1G9                       McPhail was appointed Vice President, Assistant General
                                               Counsel of the Corporation in 1996 and as Vice President,
                                               Associate General Counsel of the Corporation in November,
                                               1997.

David P. Miller..............................  A resident of Toronto, Ontario, Mr. Miller has served as
Rogers Communications Inc.                     Vice President and General Counsel of RCI since 1987 and
333 Bloor Street East, 10th Floor              as Vice President, General Counsel and Secretary to RCI
Toronto, Ontario M4W 1G9                       since May 2002. Mr. Miller has served as Vice President,
                                               General Counsel and Secretary of the Corporation since
                                               1991.

Nadir H. Mohamed, C.A........................  A resident of Toronto, Ontario, Mr. Mohamed has served as
Rogers Wireless Communications Inc.            Senior Vice President, Wireless Communications of RCI and
One Mount Pleasant Road, 16th Floor            as a director and President and Chief Executive Officer of
Toronto, Ontario M4Y 2Y5                       the Corporation since June 2001. From August 2000 to June
                                               2001, Mr. Mohamed served as President and Chief Operating
                                               Officer of the Corporation. From February 1999 to August
                                               2000, he served as Senior Vice President, Marketing and
                                               Sales of Telus Communications Inc. From 1981 to 1999, Mr.
                                               Mohamed held several senior management positions at BC Tel
                                               (predecessor to Telus Communications Inc.) and BC Tel
                                               Mobility, most recently serving as President and Chief
                                               Operating Officer of BC Tel Mobility from August 1997 to
                                               June 1999. Mr. Mohamed is a director of Rogers Wireless
                                               Inc., Sierra Wireless, Inc. and Cinram International Inc.

Edward "Ted" S. Rogers, O.C..................  A resident of Toronto, Ontario, Mr. Rogers has served as
Rogers Communications Inc.                     President, Chief Executive Officer and a director of RCI
333 Bloor Street East, 10th Floor              since 1979. Mr. Rogers has also served as a director and
Toronto, Ontario M4W 1G9                       Chairman of the Corporation since 1991. He also serves as
                                               a director of Rogers Wireless Inc., Rogers Cable Inc.,
                                               Rogers Media Inc., Rogers Telecommunications Limited,
                                               Cable Television Laboratories, Inc. and the Canadian Cable
                                               Television Association.

Thomas A. Turner, Jr.........................  A resident of Toronto, Ontario, Mr. Turner has served as
Rogers Communications Inc.                     Vice President, Convergence of RCI since 2001. Mr. Turner
333 Bloor Street East, 10th Floor              has been associated with RCI since 1992.
Toronto, Ontario M4W 1G9

Anthony P. Viner.............................  A resident of Toronto, Ontario, Mr. Viner served as Senior
Rogers Communications Inc.                     Vice President, Media of RCI since 1995. From 1992 to
333 Bloor Street East, 10th Floor              1995, Mr. Viner served as Senior Vice President,
Toronto, Ontario M4W 1G9                       Broadcasting of RCI. Mr. Viner serves as a Director and as
                                               President and Chief Executive Officer of Rogers Media Inc.
                                               Mr. Viner joined Rogers Broadcasting Limited as Executive
                                               Vice President and General Manager of CFTR/CHFI in
                                               February 1982 and, in September 1989, was appointed
                                               President of Rogers Broadcasting Limited. Since February
                                               2002, Mr. Viner has been Chief Executive Officer of Rogers
                                               Broadcasting Limited.

E. Jennifer Warren...........................  A resident of Toronto, Ontario, Ms. Warren has served as
Rogers Communications Inc.                     Vice President and Assistant General Counsel of RCI since
333 Bloor Street East, 10th Floor              2000. Ms. Warren served as Legal Counsel of RCI from 1996
Toronto, Ontario M4W 1G9                       to 2000.

</Table>

                                       C-6
<PAGE>

<Table>
<Caption>
                                               CURRENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND
NAME AND PRINCIPAL BUSINESS ADDRESS            MATERIAL POSITIONS HELD DURING THE PAST FIVE YEARS
- -----------------------------------            --------------------------------------------------
<S>                                            <C>
David J. Watt................................  A resident of Toronto, Ontario, Mr. Watt has served as
Rogers Communications Inc.                     Vice President, Business Economics of RCI since 1999. From
333 Bloor Street East, 10th Floor              1995 to 1999, Mr. Watt served as Vice President, Telecom
Toronto, Ontario M4W 1G9                       Affairs of RCI, during which time Mr. Watt was seconded to
                                               the Canadian Cable Television Association as Senior Vice
                                               President, Economics and Telecommunications.
</Table>

                                       C-7
<PAGE>

                                  SCHEDULE "D"

                         VALUATION AND FAIRNESS OPINION

                                       D-1
<PAGE>

                                  SCHEDULE "E"

             UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
                                     OF RCI

                 PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS OF

                           ROGERS COMMUNICATIONS INC.

                    NINE MONTHS ENDED SEPTEMBER 30, 2004 AND
                          YEAR ENDED DECEMBER 31, 2003
                                  (Unaudited)

                                       E-1
<PAGE>

       COMPILATION REPORT ON PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

To the Board of Directors of
ROGERS COMMUNICATIONS INC.

     We have read the accompanying unaudited pro forma consolidated balance
sheet of Rogers Communications Inc. (the "Company") as at September 30, 2004 and
unaudited pro forma consolidated statements of income for the nine months then
ended and for the year ended December 31, 2003 and have performed the following
procedures:

     1.    Compared the figures in the columns captioned "RCI" to the unaudited
           consolidated financial statements of the Company as at September 30,
           2004 and for the nine months then ended and the audited consolidated
           financial statements of the Company for the year ended December 31,
           2003 and found them to be in agreement.

     2.    Compared the figures in the columns captioned "Microcell" to the
           unaudited consolidated financial statements of Microcell
           Telecommunications Inc. as at September 30, 2004 and for the nine
           months then ended and the audited consolidated financial statements
           of Microcell for the four months ended April 30, 2003
           (pre-reorganization (note 2(b))) and for the eight months ended
           December 31, 2003 and found them to be in agreement.

     3.    Made enquiries of certain officials of the Company who have
           responsibility for financial and accounting matters about:

        (a)   the basis for determination of the pro forma adjustments; and

        (b)   whether the pro forma financial statements comply as to form in
              all material respects with the published requirements of Canadian
              securities legislation.

        The officials:

        (a)   described to us the basis for determination of the pro forma
              adjustments; and

        (b)   stated that the pro forma statements comply as to form in all
              material respects with the published requirements of Canadian
              securities legislation.

     4.    Read the notes to the pro forma statements and found them to be
           consistent with the basis described to us for determination of the
           pro forma adjustments.

     5.    Recalculated the application of the pro forma adjustments to the
           aggregate of the amounts in the columns captioned "RCI" and
           "Microcell" as at September 30, 2004 and the nine months then ended,
           and the application of the pro forma adjustments and adjustments to
           the aggregate of the amounts in the columns captioned "RCI" for the
           year ended December 31, 2003 and "Microcell" for the four months
           ended April 30, 2003 (pre-reorganization (note 2(b))) and for the
           eight months ended December 31, 2003 and found the amounts in the
           columns captioned "Pro forma total" to be arithmetically correct.

     A pro forma financial statement is based on management assumptions and
adjustments which are inherently subjective. The foregoing procedures are
substantially less than either an audit or a review, the objective of which is
the expression of assurance with respect to management's assumptions, the pro
forma adjustments, and the application of the adjustments to the historical
financial information. Accordingly, we express no such assurance. The foregoing
procedures would not necessarily reveal matters of significance to the pro forma
financial statements, and we therefore make no representation about the
sufficiency of the procedures for the purposes of a reader of such statements.

/s/ KPMG LLP
Chartered Accountants

Toronto, Canada

November 24, 2004

                                       E-2
<PAGE>

               COMMENTS FOR UNITED STATES READERS ON DIFFERENCES
             BETWEEN CANADIAN AND UNITED STATES REPORTING STANDARDS

     The above report, provided solely pursuant to Canadian requirements, is
expressed in accordance with standards of reporting generally accepted in
Canada. To report in conformity with United States standards on the
reasonableness of the pro forma adjustments and their application to the pro
forma financial statements requires an examination or review substantially
greater in scope than the review we have conducted. Consequently, we are unable
to express any opinion in accordance with standards of reporting generally
accepted in the United States with respect to the compilation of the
accompanying unaudited pro forma financial information.

/s/ KPMG LLP
Chartered Accountants

Toronto, Canada

November 24, 2004

                                       E-3
<PAGE>

                           ROGERS COMMUNICATIONS INC.

                      PRO FORMA CONSOLIDATED BALANCE SHEET
                           (In thousands of dollars)
                               SEPTEMBER 30, 2004
                                  (Unaudited)
<Table>
<Caption>
                                                                                  PRO FORMA ADJUSTMENTS
                                                             ----------------------------------------------------------------
                                                             ACQUISITION OF
                                                             NON-CONTROLLING           ACQUISITION
                                                                INTEREST                   OF                     FINANCING
                                      RCI       MICROCELL        IN RWCI       NOTES    MICROCELL      NOTES     TRANSACTIONS
                                   ----------   ----------   ---------------   -----   -----------   ---------   ------------
<S>                                <C>          <C>          <C>               <C>     <C>           <C>         <C>
ASSETS
Current assets:
 Cash and cash equivalents.......  $  216,968   $  110,977     $  (17,000)     4(a)     $ (21,185)     5(a)(i)    $2,921,588
                                                                  (20,000)     4(a)       103,917     5(a)(ii)       522,255
                                                                                         (214,894)     5(a)(v)      (321,588)
                                                                                                                    (522,255)
 Short-term investments..........          --       22,804             --                 (22,804)     5(a)(v)            --
 Accounts receivable.............     599,677       91,430             --                      --                         --
 Deferred charges................          --       21,280             --                 (21,280)    5(a)(iv)            --
 Other current assets............     231,164       87,715             --                      --                         --
                                   ----------   ----------     ----------               ---------                 ----------
                                    1,047,809      334,206        (37,000)               (176,246)                 2,600,000
Property, plant and equipment....   5,007,141      462,161             --                (292,961)    5(a)(iv)            --
Goodwill.........................   1,985,572           --      1,426,302      4(b)       886,367     5(a)(iv)            --
Spectrum licences................     402,880      188,002        381,700      4(b)      (188,002)    5(a)(iv)            --
                                                                                          410,600     5(a)(iv)
Other intangible assets..........      28,758       38,883        499,039      4(b)       292,773     5(a)(iv)            --
                                                                                          (38,883)    5(a)(iv)
Investments......................     128,060           --             --                      --                         --
Deferred charges.................     119,780       33,147         47,883      4(b)       (33,147)    5(a)(iv)        28,295
                                                                                                                       6,637
Other long-term assets...........      59,097        4,146             --                      --                         --
                                   ----------   ----------     ----------               ---------                 ----------
                                   $8,779,097   $1,060,545     $2,317,924               $ 860,501                 $2,634,932
                                   ==========   ==========     ==========               =========                 ==========
LIABILITIES AND SHAREHOLDERS'
 EQUITY
Current liabilities:
 Accounts payable and accrued
   liabilities...................  $  937,119   $  127,982     $       --               $ 193,000    5(a)(iii)    $       --
 Current portion of long-term
   debt..........................     371,668       12,000             --                 (12,000)     5(a)(v)            --
 Current portion of derivative
   instruments...................      41,764        9,677             --                  (9,677)     5(a)(v)            --
 Unearned revenue................     106,616       47,450             --                  (7,227)    5(a)(iv)            --
                                   ----------   ----------     ----------               ---------                 ----------
                                    1,457,167      197,109             --                 164,096                         --
Long-term debt...................   4,472,974      360,616      1,750,000      4(a)       444,860      5(a)(i)     2,949,883
                                                                                          660,000      5(a)(i)       528,892
                                                                                          280,000      5(a)(i)      (522,255)
                                                                                            5,646     5(a)(iv)      (321,588)
                                                                                         (366,262)     5(a)(v)
                                                                                          174,981      5(a)(v)
Derivative instruments...........     401,424           --             --                      --                         --
Deferred transitional
 adjustment......................      76,224           --             --                      --                         --
Other long-term liabilities......      82,958       24,740             --                 (24,740)     5(a)(v)            --
Non-controlling interest.........     282,112           --       (282,112)     4(b)            --                         --
Shareholders' equity.............   2,006,238      478,080        775,409      4(a)       103,917     5(a)(ii)            --
                                                                   74,627      4(a)      (581,997)    5(a)(vi)
                                   ----------   ----------     ----------               ---------                 ----------
                                   $8,779,097   $1,060,545     $2,317,924               $ 860,501                 $2,634,932
                                   ==========   ==========     ==========               =========                 ==========

<Caption>

                                            PRO FORMA
                                   NOTES      TOTAL
                                   -----   -----------
<S>                                <C>     <C>
ASSETS
Current assets:
 Cash and cash equivalents.......  7(a)    $ 2,758,783
                                   7(b)
                                   7(a)
                                   7(b)
 Short-term investments..........                   --
 Accounts receivable.............              691,107
 Deferred charges................                   --
 Other current assets............              318,879
                                           -----------
                                             3,768,769
Property, plant and equipment....            5,176,341
Goodwill.........................            4,298,241
Spectrum licences................            1,195,180
Other intangible assets..........              820,570
Investments......................              128,060
Deferred charges.................  7(a)        202,595
                                   7(b)
Other long-term assets...........               63,243
                                           -----------
                                           $15,652,999
                                           ===========
LIABILITIES AND SHAREHOLDERS'
 EQUITY
Current liabilities:
 Accounts payable and accrued
   liabilities...................          $ 1,258,101
 Current portion of long-term
   debt..........................              371,668
 Current portion of derivative
   instruments...................               41,764
 Unearned revenue................              146,839
                                           -----------
                                             1,818,372
Long-term debt...................  7(a)     10,417,747
                                   7(b)
                                   7(b)
                                   7(a)
Derivative instruments...........              401,424
Deferred transitional
 adjustment......................               76,224
Other long-term liabilities......               82,958
Non-controlling interest.........                   --
Shareholders' equity.............            2,856,274
                                           -----------
                                           $15,652,999
                                           ===========
</Table>

     See accompanying notes to pro forma consolidated financial statements.
                                       E-4
<PAGE>

                           ROGERS COMMUNICATIONS INC.

                  PRO FORMA CONSOLIDATED STATEMENTS OF INCOME
              (In thousands of dollars, except per share amounts)
                          YEAR ENDED DECEMBER 31, 2003
                                  (Unaudited)
<Table>
<Caption>
                                                       MICROCELL                      PRO FORMA ADJUSTMENTS
                                            -------------------------------   --------------------------------------
                                            PRE-ORGANIZATION
                                              FOUR-MONTHS      EIGHT-MONTHS   ACQUISITION OF
                                                 ENDED            ENDED       NON-CONTROLLING
                                               APRIL 30,       DECEMBER 31,      INTEREST               ACQUISITION
                                  RCI             2003             2003           IN RWCI       NOTES   OF MICROCELL
                               ----------   ----------------   ------------   ---------------   -----   ------------
<S>                            <C>          <C>                <C>            <C>               <C>     <C>
Operating revenue............  $4,791,856       $177,694         $393,093        $      --                $(16,868)
Cost of sales................     642,243         23,416           93,552               --                      --
Sales and marketing costs....     742,781         24,585           73,185               --                 (12,908)
Operating, general and
 administrative expenses.....   1,957,936         91,137          178,335           37,709      6(b)            --
Depreciation and
 amortization................   1,040,263         59,388           46,771          108,881      6(a)        58,055
                                                                                                            (7,383)
                                                                                                           (41,852)
                               ----------       --------         --------        ---------                --------
Operating income (loss)......     408,633        (20,832)           1,250         (146,590)                (12,780)
Interest on long-term debt...    (488,865)       (70,608)         (14,817)              --                      --
                               ----------       --------         --------        ---------                --------
                                  (80,232)       (91,440)         (13,567)        (146,590)                (12,780)
Gain on sale of other
 investments.................      17,902             --               --               --                      --
Losses from investments
 accounted for by the equity
 method......................     (54,033)            --               --               --                      --
Foreign exchange gain........     303,707        136,553           13,926               --                      --
Loss on repayment of
 long-term debt..............     (24,839)            --               --               --                      --
Investment and other
 income......................       2,256          2,200            5,187               --                      --
                               ----------       --------         --------        ---------                --------
Income (loss) before income
 taxes and non-controlling
 interest....................     164,761         47,313            5,546         (146,590)                (12,780)
                               ----------       --------         --------        ---------                --------
Income taxes (recovery):
 Current.....................       1,675          1,796              587               --                      --
 Future......................     (24,532)            --               --               --                      --
                               ----------       --------         --------        ---------                --------
                                  (22,857)         1,796              587               --                      --
                               ----------       --------         --------        ---------                --------
Income (loss) before non-
 controlling interest........     187,618         45,517            4,959         (146,590)                (12,780)
Non-controlling interest.....     (58,425)            --               --           58,425      6(c)            --
                               ----------       --------         --------        ---------                --------
Net income (loss) for the
 period......................  $  129,193       $ 45,517         $  4,959        $ (88,165)               $(12,780)
                               ==========       ========         ========        =========                ========
Earnings (loss) per share:
 Basic.......................  $     0.35
 Diluted.....................        0.34

<Caption>
                                    PRO FORMA ADJUSTMENTS
                               -------------------------------

                                           FINANCING             PRO FORMA
                                NOTES     TRANSACTIONS   NOTES     TOTAL
                               --------   ------------   -----   ----------
<S>                            <C>        <C>            <C>     <C>
Operating revenue............   5(b)(i)    $      --             $5,345,775
Cost of sales................                     --                759,211
Sales and marketing costs....   5(b)(i)           --                827,643
Operating, general and
 administrative expenses.....                     --              2,265,117
Depreciation and
 amortization................  5(b)(ii)        4,303     7(c)     1,268,426
                               5(b)(ii)
                               5(b)(ii)
                                           ---------             ----------
Operating income (loss)......                 (4,303)               225,378
Interest on long-term debt...               (364,711)    7(c)      (939,001)
                                           ---------             ----------
                                            (369,014)              (713,623)
Gain on sale of other
 investments.................                     --                 17,902
Losses from investments
 accounted for by the equity
 method......................                     --                (54,033)
Foreign exchange gain........                     --                454,186
Loss on repayment of
 long-term debt..............                     --                (24,839)
Investment and other
 income......................                 (3,891)    7(c)         5,752
                                           ---------             ----------
Income (loss) before income
 taxes and non-controlling
 interest....................               (372,905)              (314,655)
                                           ---------             ----------
Income taxes (recovery):
 Current.....................                     --                  4,058
 Future......................                     --                (24,532)
                                           ---------             ----------
                                                  --                (20,474)
                                           ---------             ----------
Income (loss) before non-
 controlling interest........               (372,905)              (294,181)
Non-controlling interest.....                     --                     --
                                           ---------             ----------
Net income (loss) for the
 period......................               (372,905)            $ (294,181)
                                           =========             ==========
Earnings (loss) per share:
 Basic.......................                                    $    (1.43)
 Diluted.....................                                         (1.43)
</Table>

     See accompanying notes to pro forma consolidated financial statements.
                                       E-5
<PAGE>

                           ROGERS COMMUNICATIONS INC.

                   PRO FORMA CONSOLIDATED STATEMENT OF INCOME
              (In thousands of dollars, except per share amounts)
                      NINE MONTHS ENDED SEPTEMBER 30, 2004
                                  (Unaudited)
<Table>
<Caption>
                                                                    PRO FORMA ADJUSTMENTS
                                                            --------------------------------------
                                                            ACQUISITION OF
                                                            NON-CONTROLLING
                                                              INTEREST IN             ACQUISITION
                                      RCI       MICROCELL        RWCI         NOTES   OF MICROCELL
                                   ----------   ---------   ---------------   -----   ------------
<S>                                <C>          <C>         <C>               <C>     <C>
Operating revenue................  $4,041,932   $482,103       $     --                 $(22,050)
Cost of sales....................     566,193     83,041             --                       --
Sales and marketing costs........     591,717     87,822             --                   (5,574)
Operating, general and
  administrative expenses........   1,600,401    220,854          7,839       6(b)         7,071
Special charges..................          --      9,668             --                       --
Depreciation and amortization....     752,475     61,072         81,661       6(a)        43,916
                                                                                          (6,617)
                                                                                         (31,389)
                                   ----------   --------       --------                 --------
Operating income (loss)..........     531,146     19,646        (89,500)                 (29,457)
Interest on long-term debt.......    (359,343)   (23,782)            --                       --
                                   ----------   --------       --------                 --------
                                      171,803     (4,136)       (89,500)                 (29,457)
Gain on sale of other
  investments....................       5,479         --             --                       --
Write-down of investments........      (4,080)        --             --                       --
Losses from investments accounted
  for by the equity method.......     (19,633)        --             --                       --
Foreign exchange loss............     (88,566)   (15,757)            --                       --
Change in the fair value of
  derivative instruments.........      28,073         --             --                       --
Loss on repayment of long-term
  debt...........................     (20,327)        --             --                       --
Investment and other income
  (loss).........................      11,572       (147)            --                       --
                                   ----------   --------       --------                 --------
Income (loss) before income taxes
  and non-controlling interest...      84,321    (20,040)       (89,500)                 (29,457)
                                   ----------   --------       --------                 --------
Income taxes:
  Current........................       8,379      2,958             --                       --
  Future.........................          --         --             --                       --
                                   ----------   --------       --------                 --------
                                        8,379      2,958             --                       --
                                   ----------   --------       --------                 --------
Income (loss) before
  non-controlling interest.......      75,942    (22,998)       (89,500)                 (29,457)
Non-controlling interest.........     (73,653)        --         73,653       6(c)            --
                                   ----------   --------       --------                 --------
Net income (loss) for the
  period.........................  $    2,289   $(22,998)      $(15,847)                $(29,457)
                                   ==========   ========       ========                 ========
Loss per share -- basic and
  diluted........................  $    (0.16)

<Caption>
                                        PRO FORMA ADJUSTMENTS
                                   -------------------------------

                                               FINANCING             PRO FORMA
                                    NOTES     TRANSACTIONS   NOTES     TOTAL
                                   --------   ------------   -----   ----------
<S>                                <C>        <C>            <C>     <C>
Operating revenue................   5(b)(i)    $      --             $4,501,985
Cost of sales....................                     --                649,234
Sales and marketing costs........   5(b)(i)           --                673,965
Operating, general and
  administrative expenses........   5(b)(i)           --              1,836,165
Special charges..................                     --                  9,668
Depreciation and amortization....  5(b)(ii)        3,227     7(c)       904,345
                                   5(b)(ii)
                                   5(b)(ii)
                                               ---------             ----------
Operating income (loss)..........                 (3,227)               428,608
Interest on long-term debt.......               (246,348)    7(c)      (629,473)
                                               ---------             ----------
                                                (249,575)              (200,865)
Gain on sale of other
  investments....................                     --                  5,479
Write-down of investments........                     --                 (4,080)
Losses from investments accounted
  for by the equity method.......                     --                (19,633)
Foreign exchange loss............                     --               (104,323)
Change in the fair value of
  derivative instruments.........                     --                 28,073
Loss on repayment of long-term
  debt...........................                     --                (20,327)
Investment and other income
  (loss).........................                 (3,412)    7(c)         8,013
                                               ---------             ----------
Income (loss) before income taxes
  and non-controlling interest...               (252,987)              (307,663)
                                               ---------             ----------
Income taxes:
  Current........................                     --                 11,337
  Future.........................                     --                     --
                                               ---------             ----------
                                                      --                 11,337
                                               ---------             ----------
Income (loss) before
  non-controlling interest.......               (252,987)              (319,000)
Non-controlling interest.........                     --                     --
                                               ---------             ----------
Net income (loss) for the
  period.........................              $(252,987)            $ (319,000)
                                               =========             ==========
Loss per share -- basic and
  diluted........................                                    $    (1.37)
</Table>

     See accompanying notes to pro forma consolidated financial statements.
                                       E-6
<PAGE>

                           ROGERS COMMUNICATIONS INC.

              NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
      (Tabular amounts in thousands of dollars, except per share amounts)
     YEAR ENDED DECEMBER 31, 2003 AND NINE MONTHS ENDED SEPTEMBER 30, 2004
                                  (Unaudited)

1.  DESCRIPTION OF TRANSACTIONS:

   On September 13, 2004, Rogers Communications Inc. ("RCI") entered into an
   agreement with JVII General Partnership ("JVII"), a general partnership
   wholly owned by AT&T Wireless Services, Inc., whereby RCI agreed to purchase
   all of JVII's shares of Rogers Wireless Communications Inc. ("RWCI") for a
   cash purchase price totalling approximately $1,767 million (the "AWE
   Acquisition"). RCI closed this transaction on October 13, 2004. RCI funded
   the AWE Acquisition through a $1.75 billion secured bridge credit facility
   with a term of up to two years to October 12, 2006 and from cash on hand.

   On September 20, 2004, Rogers Wireless Inc. ("RWI"), a wholly owned
   subsidiary of RWCI, announced an agreement with Microcell Telecommunications
   Inc. ("Microcell") to make an all cash tender offer totalling approximately
   Cdn. $1.4 billion, to acquire all of Microcell, Canada's fourth largest
   wireless communications provider (the "Microcell Acquisition"). RWI completed
   the Microcell Acquisition on November 12, 2004.

   On November 11, 2004, the RCI Board of Directors authorized RCI to launch an
   exchange offer to purchase all of the outstanding RWCI Class B Restricted
   Voting Shares ("RWCI Class B Shares") not already owned by RCI in exchange
   for 1.75 RCI Class B Non-Voting shares for each RWCI Class B share (the
   "Exchange Offer").

   In connection with the AWE Acquisition and the Microcell Acquisition, RWI
   announced on November 19, 2004 that it had priced a private placement of
   notes in the aggregate principal amount of U.S. $2,356,000,000
   ($2,949,883,000 based on the U.S. dollar exchange rate at September 30, 2004)
   and Rogers Cable Inc. ("Rogers Cable") announced on November 19, 2004 that it
   had priced a private placement of notes in the aggregate principal amount of
   U.S. $427,000,000 ($528,892,000 based on the U.S. dollar exchange rate at
   September 30, 2004) (the "Financings").

   RWCI is currently reviewing various methods of transferring $1.75 billion to
   its shareholders, so that RCI will have adequate funds to repay its $1.75
   billion bridge credit facility. A determination of the method of such
   transfer, including the timing thereof, will not take place until following
   completion of the Exchange Offer (note 7(a)).

2.  BASIS OF PRESENTATION:

    (a)  Pro forma consolidated financial statements:

      The accompanying unaudited pro forma consolidated financial statements
      (the "Statements") give effect to the AWE Acquisition, the Microcell
      Acquisition, the Exchange Offer and the Financings as if they had occurred
      as at:

       -  September 30, 2004 for the purposes of the unaudited pro forma
          consolidated balance sheet; and

       -  January 1, 2003 for the purposes of the unaudited pro forma
          consolidated statements of income for the year ended December 31, 2003
          and the nine month period ended September 30, 2004.

      The Statements have been prepared by management in accordance with
      Canadian generally accepted accounting principles ("GAAP"). In certain
      respects, GAAP as applied in the United States differs from that applied
      in Canada (see note 9). The accounting policies used in the preparation of
      the Statements are consistent with those used by RCI in the preparation of
      the consolidated financial statements for the year ended December 31, 2003
      and the nine months ended September 30, 2004.

      The Statements have been prepared using the following information and
      should be read in conjunction with the financial statements listed below:

       (i)   Audited consolidated financial statements of RCI as at and for the
             year ended December 31, 2003;

       (ii)  Audited consolidated financial statements of Microcell as at
             December 31, 2003 and for the periods from January 1, 2003 to April
             30, 2003 and May 1, 2003 to December 31, 2003 (note 2(b));

       (iii)  Unaudited consolidated interim financial statements of RCI as at
              and for the nine months ended September 30, 2004;

       (iv)  Unaudited consolidated interim financial statements of Microcell as
             at and for the nine months ended September 30, 2004; and

       (v)  Such other supplementary information as was considered necessary to
            reflect the AWE Acquisition, the Microcell Acquisition, the Exchange
            Offer and the Financings in the Statements.

      The Statements do not include the anticipated financial benefits from such
      items as cost savings arising from the AWE Acquisition, the Microcell
      Acquisition and the Exchange Offer. The Statements are not necessarily
      indicative of the results of operations or the financial position that
      would have resulted had the AWE Acquisition, Microcell Acquisition or the
      Financings been effected on the dates indicated, or the results that may
      be obtained in the future.

      Certain elements of the RCI and Microcell's consolidated financial
      statements have been reclassified to provide a consistent classification
      format.

                                       E-7
<PAGE>

    (b)  Financial reorganization of Microcell:

      On May 1, 2003, the predecessor company of Microcell and certain of its
      subsidiaries emerged from a restructuring plan under the Companies'
      Creditors Arrangement Act and Canada Business Corporations Act. Pursuant
      to the plan, Microcell's long-term debt obligations decreased by
      approximately $1.6 billion. Microcell's interest expense for the four
      months ended April 30, 2003 includes the interest expense on the full
      amount of Microcell's debt prior to the restructuring.

      Effective May 1, 2003, the date of reorganization, Microcell accounted for
      its financial reorganization by using the principles of fresh start
      accounting. Accordingly, all assets and liabilities were revalued at
      estimated fair values and Microcell's deficit was eliminated. Microcell
      determined that its enterprise value was $689 million of which $350
      million has been allocated to long-term debt and $339 million to equity.
      This enterprise value was determined based on several traditional
      valuation methodologies utilizing projections developed by Microcell
      management including discounted cash flow analysis and comparable company
      trading analysis. A comprehensive revaluation of the assets and
      liabilities of Microcell was done based on this enterprise value.
      Microcell's depreciation expense for the four months ended April 30, 2003
      is based on the original cost of Microcell's property, plant and
      equipment. For periods subsequent to the restructuring, depreciation
      expense is based on the revalued property, plant and equipment amounts.

    (c)  Microcell special charges:

      In connection with events leading up to the Microcell Acquisition,
      Microcell incurred financial and legal fees in the amount of $6.1 million
      in the nine months ended September 30, 2004. In addition, as a result of
      the impact of the Microcell Acquisition on Microcell's share price, the
      vesting of options under Microcell's stock option plan was accelerated,
      which resulted in an acceleration of compensation expense of $3.6 million
      in the nine months ended September 30, 2004.

3.  ACCOUNTING FOR THE MICROCELL ACQUISITION:

   The Microcell Acquisition is accounted for using the purchase method of
   accounting. The total purchase consideration is composed of the following:

<Table>
    <S>                                                             <C>
    Cash........................................................    $1,391,045
    Estimated transaction costs.................................        15,000
                                                                    ----------
                                                                    $1,406,045
                                                                    ==========
</Table>

   The cash consideration includes the acquisition of additional equity
   securities that RWI expects to acquire in May 2005.

   The purchase price will be allocated to the assets acquired (including
   identifiable intangible assets arising from the purchase) and liabilities
   assumed based on their estimated fair value at the date of acquisition.

   Details of the estimated fair value of assets acquired and liabilities
   assumed of Microcell based on the information available at the date of
   preparation of these statements are as follows:

<Table>
    <S>                                                             <C>
    Assets acquired:
      Cash and cash equivalents.................................    $  110,977
      Cash related to the exercising of existing stock options
        and warrants (note 5(a)(ii))............................       103,917
      Short-term investments....................................        22,804
      Accounts receivable.......................................        91,430
      Other current assets......................................        87,715
      Property, plant and equipment.............................       169,200
      Spectrum licences.........................................       410,600
      Other intangible assets...................................       292,773
      Goodwill..................................................       886,367
      Other long-term assets....................................         4,146
                                                                    ----------
                                                                     2,179,929
                                                                    ----------
    Less liabilities assumed:
      Accounts payable and accrued liabilities..................       127,982
      Liabilities set up on close (note 5(a)(iii))..............       193,000
      Unearned revenue..........................................        40,223
      Long-term debt............................................       378,262
      Derivative instruments....................................        34,417
                                                                    ----------
                                                                       773,884
                                                                    ----------
    Fair value of net assets acquired...........................    $1,406,045
                                                                    ==========
</Table>

   The actual adjustments that RWI will ultimately make in finalizing the
   allocation of the purchase price of Microcell to the fair value of the net
   assets acquired will depend on a number of factors including additional
   information available at such time, changes in market values and changes in
   Microcell's operating results between the date of these pro forma
   consolidated financial statements and the effective date of the Microcell
   Acquisition.

   In the preparation of these pro forma financial statements, the purchase
   consideration has been allocated on a preliminary basis to the fair value of
   assets acquired and liabilities assumed based on management's best estimates
   and taking into account all relevant information available at the

                                       E-8
<PAGE>

   time these Statements were prepared. RWI expects that the actual amounts for
   each of the fair values of the assets and liabilities acquired will vary from
   the pro forma amounts and that the variation may be material.

4.  ACCOUNTING FOR THE AWE ACQUISITION AND THE EXCHANGE OFFER:

    (a)  The AWE Acquisition and the Exchange Offer are accounted for using the
         purchase method of accounting. The total purchase consideration is
         comprised of the following:

<Table>
<Caption>

         <S>                                                             <C>
         AWE Acquisition:
           Bridge credit facility....................................    $1,750,000
           Cash on hand..............................................        17,000
         Exchange offer:
           RCI Class B Non-Voting shares.............................       775,409
           Stock options, at fair value..............................        74,627
         Estimated transaction costs.................................        20,000
                                                                         ----------
                                                                         $2,637,036
                                                                         ==========
</Table>

      The estimated purchase consideration related to the Exchange Offer was
      determined using the average price of the RCI Class B Non-Voting shares
      two days prior to the announcement of the Exchange Offer ($28.90 per
      share) multiplied by the exchange factor of 1.75 times the number of RWCI
      Class B shares not already owned by RCI (15,331,872 shares).

      Stock options of RWCI are assumed to be converted into options of RCI. The
      fair value of the options to be issued upon conversion has been recorded
      as part of the purchase price. Unvested options are recorded as deferred
      stock based compensation and amortized over the remaining vesting period.

    (b)  The purchase price will be allocated to the assets acquired (including
         identifiable intangible assets arising from the purchase) and
         liabilities assumed based on their estimated fair value at the date of
         the acquisitions.

      The estimated allocation of the purchase price based on the information
      available at the date of preparation of the Statements is as follows:

<Table>
<Caption>

         <S>                                                             <C>
         Spectrum licences...........................................    $  381,700
         Other intangible assets.....................................       499,039
         Deferred stock based compensation...........................        47,883
         Goodwill....................................................     1,426,302
         Non-controlling interest....................................       282,112
                                                                         ----------
                                                                         $2,637,036
                                                                         ==========
</Table>

      The actual adjustments that RCI will ultimately make in finalizing the
      allocation of the purchase price of the AWE Acquisition and the Exchange
      Offer to the fair value of the net assets acquired will depend on a number
      of factors including additional information available at such time,
      changes in market values and changes in RWCI's operating results between
      the date of these pro forma consolidated financial statements and the
      effective date of the acquisitions.

      In the preparation of these pro forma financial statements, the purchase
      consideration has been allocated on a preliminary basis to the fair value
      of assets acquired and liabilities assumed based on management's best
      estimates and taking into account all relevant information available at
      the time these Statements were prepared. RCI expects that the actual
      amounts for each of the fair values of the assets and liabilities acquired
      will vary from the pro forma amounts and that the variation may be
      material.

5.  PRO FORMA ASSUMPTIONS AND ADJUSTMENTS -- MICROCELL ACQUISITION:

    (a)  The unaudited pro forma consolidated balance sheet as at September 30,
         2004 incorporates the following adjustments:

       (i)   The funding for the Microcell Acquisition has been reflected in the
             pro forma consolidated balance sheet as if it had occurred on
             September 30, 2004, as follows:

<Table>
<Caption>

              <S>                                                             <C>
              Sources of funding:
                Cash on hand..............................................    $   21,185
                Bank credit facilities:
                  RWI.....................................................       444,860
                  Rogers Cable............................................       660,000
                  Rogers Media Inc. ("Rogers Media")......................       280,000
                                                                              ----------
                                                                              $1,406,045
                                                                              ==========
</Table>

       (ii)  Each of cash and share capital has been increased by $103,917,000
             to reflect the exercise of Microcell stock options and warrants,
             which are assumed to have occurred immediately prior to the
             Microcell Acquisition.

       (iii)  A plan has been developed to restructure and integrate the
              operations of Microcell. As a result of the restructuring and
              integration, it is expected that severance and other employee
              related costs, as well as costs to consolidate facilities, systems
              and operations totalling an estimated $193,000,000 will be
              incurred. These costs are management's preliminary estimates and
              take into account all relevant information available at the time
              these Statements were prepared. The actual integration costs may
              vary materially from

                                       E-9
<PAGE>

              such estimates. These costs have been reflected in the pro forma
              consolidated balance sheet as a liability as part of the purchase
              consideration allocation.

       (iv)  Upon acquisition, all of the Microcell deferred charges and
             intangible assets have been written off. Intangible assets arising
             on the Microcell Acquisition have been recorded at their estimated
             fair values as part of the allocation of the purchase price.
             Intangible assets acquired include spectrum licences, which have an
             indefinite life, and Microcell's customer contracts and
             relationships and brand name. In addition, property, plant and
             equipment, long-term debt and deferred revenue have been adjusted
             to estimated fair value. The estimated fair values are based on
             management's best estimates based on preliminary studies undertaken
             by management. The estimated value allocated to goodwill was based
             on the residual of the preliminary fair values of the identifiable
             tangible and intangible assets less the fair values of the
             liabilities assumed. The actual allocation may differ significantly
             from these estimates.

       (v)  Immediately after closing the Microcell Acquisition, Microcell's
            long-term debt was repaid and derivative instruments were unwound
            utilizing Microcell's cash on hand (including cash received from the
            exercise of stock options and warrants as described in (ii) above)
            and short-term investments and from the proceeds of drawdowns under
            the RWI bank credit facility.

       (vi)  Microcell's share capital, retained earnings and contributed
             surplus have been eliminated to reflect the effect of the Microcell
             Acquisition.

    (b)  The unaudited pro forma condensed consolidated statements of income for
         the year ended December 31, 2003 and for the nine months ended
         September 30, 2004 incorporate the following adjustments:

       (i)   RWCI recognizes revenue from the sale of prepaid services at the
             net wholesale amount charged to distributors. Microcell recognizes
             revenue from the sale of prepaid services at the gross amount
             charged to the subscriber. RWCI expenses all costs related to
             subscriber acquisition and retention as incurred. Microcell defers
             and amortizes certain costs and revenues related to subscriber
             acquisition and retention.

         As a result, the following adjustments to revenue and expenses are
         being made to harmonize Microcell's accounting presentation to that of
         RWCI:

<Table>
<Caption>
                                                                                             NINE MONTHS
                                                                             YEAR ENDED         ENDED
                                                                            DECEMBER 31,    SEPTEMBER 30,
              INCREASE (DECREASE)                                               2003            2004
              -------------------                                           ------------    -------------
              <S>                                                           <C>             <C>
              Operating revenue...........................................    $(16,868)       $(22,050)
              Operating, general and administrative expenses..............          --           7,071
              Sales and marketing costs...................................     (12,908)         (5,574)
</Table>

       (ii)  Pro forma depreciation and amortization has been increased by
             $58,055,000 and $43,916,000 for the year ended December 31, 2003
             and the nine months ended September 30, 2004, respectively, to
             reflect the amortization of other intangible assets arising on the
             Microcell Acquisition, being the Microcell customer contracts and
             relationships and brand name, over an estimated average life of
             five years on a straight-line basis. The five-year estimated
             average life was determined based on Microcell's historical
             customer relationship period and a 15-year estimated useful life
             for the Microcell brand name. A change in the fair value of other
             intangible assets acquired of $10,000,000 would impact the pro
             forma depreciation and amortization expense and pro forma net loss
             by $2,000,000 and $1,500,000 for the year ended December 31, 2003
             and the nine months ended September 30, 2004, respectively. An
             extension in the estimated average useful life of the Microcell
             customer contracts and relationships and brand name by one year
             would reduce the pro forma depreciation and amortization expense
             and pro forma net loss by $9,760,000 and $7,320,000 for the year
             ended December 31, 2003 and the nine months ended September 30,
             2004, respectively.

         Pro forma amortization expense has been reduced by $7,383,000 and
         $6,617,000 for the year ended December 31, 2003 and the nine months
         ended September 30, 2004, respectively, to reflect the elimination of
         historical amortization expense as a result of the fair value
         adjustments to the existing Microcell intangible assets upon
         acquisition.

         Pro forma depreciation expense has been reduced by $41,852,000 and
         $31,389,000 for the year ended December 31, 2003 and the nine months
         ended September 30, 2004, respectively, to reflect the elimination of
         historical depreciation expense as a result of the write-down of
         Microcell's property, plant and equipment to estimated fair value
         assuming an estimated average life of seven years on a straight-line
         basis.

       (iii)  A full valuation allowance has been recorded against the income
              tax loss carryforwards of Microcell totalling approximately $1.6
              billion as it is not more likely than not that these losses will
              be utilized. Any future reduction in the valuation allowance will
              reduce goodwill and other intangible assets.

6.  PRO FORMA ASSUMPTIONS AND ADJUSTMENTS -- AWE ACQUISITION AND EXCHANGE OFFER:

    (a)  Pro forma depreciation and amortization has been increased by
         $108,881,000 and $81,661,000 for the year ended December 31, 2003 and
         the nine months ended September 30, 2004, respectively, to reflect the
         amortization of other intangible assets arising on the AWE Acquisition
         and the Exchange Offer, being the RWCI customer contracts and
         relationships, over an estimated useful life of 55 months on a
         straight-line basis. The fifty-five month estimated average life was
         determined based on RWCI's historical customer relationship period. A
         change in the fair value of other intangible assets acquired of
         $10,000,000 would impact the pro forma amortization expense and pro
         forma net loss by $2,182,000 and $1,636,000 for the year ended December
         31, 2003 and the nine months ended September 30, 2004, respectively. An
         extension in the estimated average useful life of the Microcell
         customer contracts and relationships and brand name by

                                       E-10
<PAGE>

         twelve months would reduce the pro forma amortization expense and pro
         forma net loss by $19,500,000 and $14,625,000 for the year ended
         December 31, 2003 and the nine months ended September 30, 2004,
         respectively. A change in the fair value of property, plant and
         equipment of $10,000,000 would impact the pro forma depreciation and
         amortization and pro forma net loss by $1,000,000 and $750,000 for the
         year ended December 31, 2003 and the nine months ended September 30,
         2004, respectively. Spectrum licences acquired have an indefinite life
         for accounting purposes and accordingly no adjustment to amortization
         for this intangible asset has been recorded.

    (b)  Pro forma operating, general and administrative expenses for the year
         ended December 31, 2003 and the nine months ended September 30, 2004
         have been increased by $37,709,000 and $7,839,000, respectively,
         representing the compensation cost of the stock options issued on the
         Exchange Offer.

    (c)  Non-controlling interest of $58,425,000 and $73,653,000 for the year
         ended December 31, 2003 and the nine months ended September 30, 2004,
         respectively, has been eliminated.

7.  PRO FORMA ASSUMPTIONS AND ADJUSTMENTS -- FINANCINGS:

    (a)  RWI announced on November 19, 2004 that it had priced a private
         placement of senior and subordinated debt in the aggregate principal
         amount of approximately $2,949,883,000 (based on the U.S. dollar
         exchange rate at September 30, 2004). The net proceeds of this issue
         are estimated to be $2,921,588,000 (based on the U.S. dollar exchange
         rate at September 30, 2004). It is expected that the net proceeds will
         be used as follows:

<Table>
         <S>                                                           <C>
         Cash on hand................................................  $2,600,000
         Repayment of Rogers Wireless bank credit facility...........     321,588
                                                                       ----------
                                                                       $2,921,588
                                                                       ==========
</Table>

      As indicated in note 1, RWCI is reviewing various methods of transferring
      $1.75 billion to its shareholders, so that RCI will have adequate funds to
      repay its $1.75 billion bridge credit facility incurred in connection with
      the AWE Acquisition. The method of such transfer, including the timing
      thereof, will not take place until following completion of the Exchange
      Offer. If such transfer were to occur by a distribution of capital to RCI,
      RCI would use those proceeds to repay its bridge credit facility, which
      would have the following effect on the pro forma financial statements:

<Table>
<Caption>
                                                                               AS AT
         INCREASE (DECREASE)                                             SEPTEMBER 30, 2004
         -------------------                                             ------------------
         <S>                                                             <C>
         Cash and cash equivalents...................................       $(1,750,000)
                                                                            -----------
         Long-term debt..............................................       $(1,750,000)
                                                                            -----------
</Table>

<Table>
<Caption>
                                                                                        NINE MONTHS
                                                                        YEAR ENDED         ENDED
                                                                       DECEMBER 31,    SEPTEMBER 30,
         INCREASE (DECREASE)                                               2003            2004
         -------------------                                           ------------    -------------
         <S>                                                           <C>             <C>
         Interest expense............................................    $(91,000)       $(58,406)
                                                                         ========        ========
         Loss for the period.........................................    $(91,000)       $(58,406)
                                                                         ========        ========
         Loss per share..............................................    $  (0.36)       $  (0.22)
                                                                         ========        ========
</Table>

    (b)  Rogers Cable intends to issue the Cdn. equivalent of $528,892,000 of
         senior debt. The net proceeds of this issue are estimated to be
         $522,255,000. It is expected that the net proceeds will be used to
         reduce amounts outstanding under Rogers Cable's bank credit facility.

                                       E-11
<PAGE>

    (c)  Interest expense and investment and other income have been adjusted to
         reflect the financing of the AWE Acquisition, the Microcell Acquisition
         and the Financings and to eliminate the historical interest expense of
         Microcell as a result of the repayment of Microcell's long-term debt,
         as follows:

<Table>
<Caption>
                                                                                        NINE MONTHS
                                                                        YEAR ENDED         ENDED
                                                                       DECEMBER 31,    SEPTEMBER 30,
         INCREASE (DECREASE)                                               2003            2004
         -------------------                                           ------------    -------------
         <S>                                                           <C>             <C>
         Bridge credit facility......................................    $ 91,000        $ 58,406
         Interest expense:
           Bank credit facility:
             RWI.....................................................      14,913          11,184
             Rogers Cable............................................       6,601           4,778
             Rogers Media............................................      15,610           9,786
           Senior and subordinated debt:
             RWI.....................................................     219,553         157,672
             Rogers Cable............................................      39,260          28,304
           Long-term debt -- Microcell...............................     (22,226)        (23,782)
                                                                         --------        --------
                                                                         $364,711        $246,348
                                                                         ========        ========
           Investment and other income...............................    $ (3,891)       $ (3,412)
                                                                         ========        ========
</Table>

      Pro forma interest expense has been determined using the historical
      interest rates ranging from 4.625% to 5.575% for the bank credit
      facilities and the weighted average interest rates for the senior and
      subordinated debt of 6.83% for the year ended December 31, 2003 and 6.86%
      for the nine months ended September 30, 2004.

      A change of 1/8% in the interest rate on the bank credit facilities and
      the floating rate senior debt would impact the pro forma interest expense
      and pro forma net loss by $4,049,000 and $2,995,000 for the year ended
      December 31, 2003 and the nine months ended September 30, 2004,
      respectively.

      Pro forma depreciation and amortization has been increased by $4,303,000
      and $3,227,000 for the year ended December 31, 2003 and the nine months
      ended September 30, 2004 to reflect the amortization of financing costs
      incurred on the issue of senior and subordinated debt over the average
      term to maturity.

8.  PRO FORMA EARNINGS (LOSS) PER SHARE:

   The following table sets forth the calculation of pro forma basic and diluted
   earnings per share:

<Table>
<Caption>
                                                                                   NINE MONTHS
                                                                   YEAR ENDED         ENDED
                                                                  DECEMBER 31,    SEPTEMBER 30,
                                                                      2003            2004
                                                                  ------------    -------------
    <S>                                                           <C>             <C>
    Numerator:
      Pro forma loss for the period.............................   $(294,181)       $(319,000)
      Distribution on Convertible Preferred Securities, net of
        income taxes............................................     (29,791)         (24,750)
      Dividends accreted on Convertible Preferred Securities,
        net of income taxes.....................................     (20,033)         (15,607)
      Dividends on Series E Preferred shares....................         (11)              --
      Accretion on redemption price of Microcell preferred
        shares..................................................     (17,105)          (5,184)
                                                                   ---------        ---------
    Basic and diluted loss for the year.........................   $(361,121)       $(364,541)
                                                                   =========        =========
    Denominator:
      Weighted average number of shares outstanding -- basic and
        diluted.................................................     252,749          265,333
                                                                   =========        =========
    Loss per share:
      Basic.....................................................   $   (1.43)       $   (1.37)
      Diluted...................................................       (1.43)           (1.37)
                                                                   =========        =========
</Table>

   For the year ended December 31, 2003 and the nine months ended September 30,
   2004, the effect of potentially dilutive securities, including employee stock
   options, the Convertible Debentures, the Series E preferred shares and the
   Convertible Preferred Securities, was excluded from the computation of
   diluted earnings per share as their effect is anti-dilutive.

   The Microcell preferred shares were redeemed and converted in 2004.

                                       E-12
<PAGE>

9.  RECONCILIATION TO UNITED STATES GAAP:

   If United States GAAP were employed, the pro forma consolidated net income
   (loss) for the year ended December 31, 2003 and nine months ended September
   30, 2004 would be adjusted as follows:

<Table>
<Caption>
                                                                                   NINE MONTHS
                                                                   YEAR ENDED         ENDED
                                                                  DECEMBER 31,    SEPTEMBER 30,
                                                                      2003            2004
                                                                  ------------    -------------
    <S>                                                           <C>             <C>
    Pro forma loss for the period based on Canadian GAAP........   $ (294,181)      $(319,000)
    Gain on sale of cable systems (b)...........................       (4,028)         (3,021)
    Pre-operating costs (c).....................................       11,150           5,374
    Interest on equity instruments (d)..........................      (35,388)        (26,548)
    Capitalized interest (e)....................................        5,405           6,034
    Financial instruments (h)...................................     (217,514)         26,485
    Stock-based compensation (i)................................       (1,150)         11,459
    Other.......................................................          516          (2,636)
    Loss on repayment of long term debt (k).....................           --         (28,759)
    Non-controlling interest....................................       43,173           8,195
    Income taxes (l)............................................       11,493            (517)
    Installation revenues (m)...................................           --           6,211
    Installation costs (m)......................................           --          (4,118)
    Microcell adjustments (n)...................................    1,253,160           5,700
                                                                   ----------       ---------
    Pro forma net income (loss) based on United States GAAP.....   $  772,636       $(315,141)
                                                                   ==========       =========
    Pro forma earnings (loss) per share under United States
      GAAP:
      Basic.....................................................   $     3.06       $   (1.21)
      Diluted...................................................         2.90           (1.21)
                                                                   ==========       =========
</Table>

   The cumulative effect of these adjustments on the pro forma consolidated
   shareholder's equity of RCI is as follows:

<Table>
<Caption>
                                                                   NINE MONTHS
                                                                      ENDED
                                                                  SEPTEMBER 30,
                                                                      2004
                                                                  -------------
    <S>                                                           <C>
    Shareholders' equity based on Canadian GAAP.................   $2,586,274
    Gain on sale and issuance of subsidiary shares to
      non-controlling interest (a)..............................       46,245
    Gain on sale of cable systems (b)...........................      121,944
    Pre-operating costs (c).....................................       (3,480)
    Equity instruments (d)......................................     (588,208)
    Capitalized interest (e)....................................       44,020
    Unrealized holding gain on investments (f)..................      118,617
    Acquisition of Cable Atlantic (g)...........................       34,673
    Financial instruments (h)...................................      (33,108)
    Minimum pension liability (j)...............................      (29,058)
    Other.......................................................      (19,676)
    Income taxes (l)............................................     (253,567)
    Installation revenues (m)...................................        6,211
    Installation costs (m)......................................       (4,118)
    Loss on repayment of long term debt (k).....................      (28,759)
    Non-controlling interest effect of adjustments..............      (50,206)
                                                                   ----------
    Shareholders' equity based on United States GAAP............   $1,947,804
                                                                   ==========
</Table>

   The areas of material differences between Canadian and United States GAAP and
   their impact on the pro forma consolidated financial statements of RCI are
   described below:

    (a)  Gain on sale and issuance of subsidiary shares to non-controlling
         interest:

      Under United States GAAP, the carrying value of the Company's investment
      in Wireless would be lower than the carrying value under Canadian GAAP as
      a result of certain differences between Canadian and United States GAAP,
      as described herein. This results in an increase to the gain on sale and
      dilution under United States GAAP.

    (b)  Gain on sale of cable systems:

      Under Canadian GAAP, the cash proceeds on the non-monetary exchange of the
      cable assets in 2000 were recorded as a reduction in the carrying value of
      PP&E. Under United States GAAP, a portion of the cash proceeds received
      must be recognized as a gain in the consolidated statements of income on
      an after-tax basis. The gain amounted to $40.3 million before income
      taxes.

                                       E-13
<PAGE>

      Under Canadian GAAP, the after-tax gain arising on the sale of certain of
      the Company's cable television systems in prior years was recorded as a
      reduction of the carrying value of goodwill acquired in a contemporaneous
      acquisition of certain cable television systems. Under United States GAAP,
      the Company included the gain on sale of the cable television systems in
      income, net of related future income taxes.

      As a result of these transactions, amortization expense under United
      States GAAP was increased in subsequent years.

    (c)  Pre-operating costs:

      Under Canadian GAAP, the Company defers the incremental costs relating to
      the development and pre-operating phases of new businesses and amortizes
      these costs on a straight-line basis over periods up to five years. Under
      United States GAAP, these costs are expensed as incurred.

    (d)  Equity instruments:

      Under Canadian GAAP, the Convertible Preferred Securities are classified
      as shareholders' equity and the related interest expense is recorded as a
      distribution from retained earnings. Under United States GAAP, these
      securities are classified as long-term debt and the related interest
      expense is recorded in the consolidated statements of income.

      Under Canadian GAAP, the Preferred Securities were classified as
      shareholders' equity and until September 2002, the related interest
      expense was recorded as a distribution from retained earnings. Under U.S.
      GAAP, the Preferred Securities were classified as long-term debt and the
      related interest expense was recorded in the consolidated statements of
      income.

      Under Canadian GAAP, the proceeds from the Collateralized Equity
      Securities were classified as shareholders' equity. Under United States
      GAAP, these securities were recorded as long-term debt and recorded at
      their fair value at December 31, 2001. Adjustments to the fair value at
      each reporting date are recorded in the consolidated statements of income.

    (e)  Interest capitalization:

      United States GAAP requires capitalization of interest costs as part of
      the historical cost of acquiring certain qualifying assets that require a
      period of time to prepare for their intended use. This is not required
      under Canadian GAAP.

    (f)   Unrealized holding gains and losses on investments:

      United States GAAP requires that certain investments in equity securities
      that have readily determinable fair values be stated in the consolidated
      balance sheets at their fair values. The unrealized holding gains and
      losses from these investments, which are considered to be
      "available-for-sale securities" under United States GAAP, are included as
      a separate component of shareholders' equity and comprehensive income, net
      of related future income taxes.

      As at December 31, 2003 and 2002, this amount represents a component of
      the Company's accumulated other comprehensive income.

    (g)  Acquisition of Cable Atlantic:

      United States GAAP requires that shares issued in connection with a
      purchase business combination be valued based on the market price at the
      announcement date of the acquisition, whereas Canadian GAAP had required
      such shares be valued based on the market price at the consummation date
      of the acquisition. Accordingly, the Class B Non-Voting shares issued in
      respect of the acquisition of Cable Atlantic in 2001 were recorded at
      $35.4 million more under United States GAAP than under Canadian GAAP. This
      resulted in an increase to goodwill in this amount, with a corresponding
      increase to contributed surplus in the amount of $35.4 million.

    (h)  Financial instruments:

      Under Canadian GAAP, the Company accounts for certain of its
      cross-currency interest rate exchange agreements and interest exchange
      agreements as hedges of specific debt instruments. Under United States
      GAAP, these instruments are not accounted for as hedges as a result of
      adopting the pronouncement entitled "Accounting for Derivative Instruments
      and Hedging Activities" ("SFAS 133"), effective January 1, 2001. As a
      result, the Company recorded the net excess of the fair values of the
      cross-currency interest rate exchange agreements over the carrying values
      of these instruments as at December 31, 2000, being $18.4 million, as a
      cumulative transition adjustment to net income under United States GAAP.
      The Company also recorded a cumulative transition adjustment to write off
      the net balance of the deferred foreign exchange as at December 31, 2000,
      being $20.7 million, that arose upon redesignation of certain of the
      Company's cross-currency interest rate exchange agreements. Further, the
      Company recorded $29.7 million as a cumulative transition adjustment to
      net income, which represents the excess of the fair value of the long-term
      debt to which the derivative instruments relate (the "hedged debt") over
      its carrying value. Therefore, the net cumulative transition adjustment
      under SFAS 133 to the loss for the year ended December 31, 2001 under
      United States GAAP was a charge to the net loss of $32.1 million. The
      adjustment to long-term debt is being amortized to net income under United
      States GAAP over the remaining effective life of the related long-term
      debt.

      Therefore, for the nine months ended September 30, 2004 and year ended
      December 31, 2003, under United States GAAP, the Company has recorded the
      change in the fair values of the cross-currency interest rate exchange
      agreements and the amortization of the adjustment to its long-term debt,
      as discussed above.

    (i)   Stock-based compensation:

      Under United States GAAP, options issued to non-employees must be measured
      at the fair value at grant dates and recorded as deferred compensation
      expense and shareholders' equity. The fair value must be remeasured at
      each reporting date until vesting is complete, with corresponding
      adjustments to the deferred compensation expense. The deferred
      compensation is recognized as compensation expense over the vesting period
      of the options.

                                       E-14
<PAGE>

      The Company measures compensation expense relating to employee stock
      option plans for United States GAAP purposes using the intrinsic value
      method specified by APB Opinion No. 25. Under Canadian GAAP, effective
      January 1, 2004, the Company adopted the fair value method of recognizing
      stock-based compensation expense. Compensation expense of $11.5 million
      under Canadian GAAP for the nine months ended September 30, 2004 would not
      be recognized under United States GAAP. The exercise price of stock
      options is equal to the market value of the underlying shares at the date
      of grant, therefore there is no expense under the intrinsic value method
      for United States GAAP purposes for the nine months ended September 30,
      2004 and year ended December 31, 2003.

    (j)   Minimum pension liability:

      Under United States GAAP, the Company is required to record an additional
      minimum pension liability for one of its plans to reflect the excess of
      the accumulated benefit obligation over the fair value of the plan assets.
      Other comprehensive income has been charged with $13.5 million, net of
      income taxes of $7.7 million, for the nine months ended September 30, 2004
      and $5.0 million, net of income taxes of $2.9 million for the year ended
      December 31, 2003. No such adjustments are required under Canadian GAAP.

    (k)  Loss on repayment of long-term debt:

      On March 26, 2004, Rogers Wireless repaid long-term debt resulting in a
      loss on early repayment of long-term debt of $2.3 million. This loss
      included, among other items, a $40.2 million gain on the realization of
      the deferred transitional gain related to cross-currency interest rate
      exchange agreements which were unwound in connection with the repayment of
      long-term debt. Under United States GAAP, the Company records
      cross-currency interest rate exchange agreements at fair value. Therefore,
      under United States GAAP the deferred transitional gain realized under
      Canadian GAAP would be reduced by $28.8 million, representing the $40.2
      million gain net of the realization of a gain of $11.4 million related to
      the cumulative transition adjustment recorded upon the adoption of SFAS
      133 "Accounting for Derivative Instruments and Hedging Activities".

    (l)   Income taxes:

      Included in the caption "income taxes" is the tax effect of various
      adjustments where appropriate and the impact of substantively enacted rate
      changes that would not have been recorded under United States GAAP until
      enacted. Under Canadian GAAP, future income taxes assets and liabilities
      are remeasured for substantively enacted rate changes, whereas under
      United States GAAP, future income tax assets and liabilities are only
      remeasured for enacted tax rates.

    (m)  Installation revenues and costs:

      Effective January 1, 2004, for Canadian GAAP purposes, installation
      revenues for both new connects and reconnects are deferred and amortized
      over the customer relationship period. New connect installation costs are
      capitalized to property, plant and equipment and depreciated over the
      related useful lives consistent with historical practice. Reconnect
      installation costs are deferred only to the extent of reconnect
      installation revenues with any excess charged to expense. For United
      States GAAP purposes, installation fees are immediately recognized in
      income only to the extent of direct selling costs with any excess deferred
      and amortized over the customer relationship period. Installation costs
      for reconnects are expensed as incurred while installation costs related
      to new connects are capitalized to property, plant and equipment and
      depreciated over the related useful lives consistent with our historical
      practice.

    (n)  Microcell adjustments:

      Effective January 1, 2004, Microcell adopted the fair value method of
      recognizing stock-based compensation expense under Canadian GAAP. For
      United States GAAP purposes, the intrinsic value method is used by RCI to
      account for stock-based compensation. Compensation expense of $5.7 million
      for the nine months ended September 30, 2004 would not be recognized under
      United States GAAP.

      On May 1, 2003, Microcell emerged from a restructuring plan under the
      Companies' Creditors Arrangement Act and Canada Business Corporations Act.
      Under United States GAAP, the forgiveness of debt and the effect of the
      adjustments on the reported amounts of individual assets and liabilities
      resulting from the adoption of fresh start accounting in the amount of
      $1,253,660,000 are reflected in the statement of income for the year ended
      December 31, 2003. Under Canadian GAAP, such adjustments are recorded as
      capital transactions.

      In addition, certain differences between Canadian GAAP and United States
      GAAP exist related to the accounting for Microcell's investments under the
      equity method which resulted in a reduction in net income under United
      States GAAP of $500,000 for the year ended December 31, 2003.

                                       E-15
<PAGE>

    (o)  Statement of comprehensive income:

      United States GAAP requires the disclosure of a statement of comprehensive
      income. Comprehensive income generally encompasses all changes in
      shareholders' equity, except those arising from transactions with
      shareholders.

<Table>
<Caption>
                                                                                        NINE MONTHS
                                                                        YEAR ENDED         ENDED
                                                                       DECEMBER 31,    SEPTEMBER 30,
                                                                           2003            2004
                                                                       ------------    -------------
         <S>                                                           <C>             <C>
         Pro forma net income (loss) based on United States GAAP.....    $772,636        $(315,141)
         Other comprehensive income, net of income taxes:
           Unrealized holding gains arising during the period, net of
             income taxes............................................      67,727           32,881
           Realized gains included in income.........................     (17,902)              --
           Minimum pension liability, net of income taxes............      (4,982)         (13,543)
                                                                         --------        ---------
         Comprehensive loss based on United States GAAP..............    $817,479        $(295,803)
                                                                         ========        =========
</Table>

                                       E-16
<PAGE>

                                  SCHEDULE "F"

             UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
                               OF THE CORPORATION

                 PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS OF

                      ROGERS WIRELESS COMMUNICATIONS INC.

                    NINE MONTHS ENDED SEPTEMBER 30, 2004 AND
                          YEAR ENDED DECEMBER 31, 2003
                                  (Unaudited)

                                       F-1
<PAGE>

       COMPILATION REPORT ON PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

To the Board of Directors of Rogers Communications Inc.

     We have read the accompanying unaudited pro forma consolidated balance
sheet of Rogers Wireless Communications Inc. (the "Company") as at September 30,
2004 and the unaudited pro forma consolidated statements of income for the nine
months then ended and for the year ended December 31, 2003 and have performed
the following procedures:

     1.    Compared the figures in the columns captioned "RWCI" to the unaudited
           consolidated financial statements of the Company as at September 30,
           2004 and for the nine months then ended and the audited consolidated
           financial statements of the Company for the year ended December 31,
           2003 and found them to be in agreement.

     2.    Compared the figures in the columns captioned "Microcell" to the
           unaudited consolidated financial statements of Microcell
           Telecommunications Inc. as at September 30, 2004 and for the nine
           months then ended and the audited consolidated financial statements
           of Microcell for the four months ended April 30, 2003
           (pre-reorganization (note 2(b))) and for the eight months ended
           December 31, 2003 and found them to be in agreement.

     3.    Made enquiries of certain officials of the Company who have
           responsibility for financial and accounting matters about:

        (a)   the basis for determination of the pro forma adjustments; and

        (b)   whether the pro forma financial statements comply as to form in
              all material respects with the published requirements of Canadian
              securities legislation.

        The officials:

        (a)   described to us the basis for determination of the pro forma
              adjustments; and

        (b)   stated that the pro forma statements comply as to form in all
              material respects with the published requirements of Canadian
              securities legislation.

     4.    Read the notes to the pro forma statements and found them to be
           consistent with the basis described to us for determination of the
           pro forma adjustments.

     5.    Recalculated the application of the pro forma adjustments to the
           aggregate of the amounts in the columns captioned "RWCI" and
           "Microcell" as at September 30, 2004 and the nine months then ended,
           and the application of the pro forma adjustments to the aggregate of
           the amounts in the columns captioned "RWCI" for the year ended
           December 31, 2003 and "Microcell" for the four months ended April 30,
           2003 (pre-reorganization (note 2(b))) and for the eight months ended
           December 31, 2003 and found the amounts in the columns captioned "Pro
           forma total" to be arithmetically correct.

     A pro forma financial statement is based on management assumptions and
adjustments which are inherently subjective. The foregoing procedures are
substantially less than either an audit or a review, the objective of which is
the expression of assurance with respect to management's assumptions, the pro
forma adjustments, and the application of the adjustments to the historical
financial information. Accordingly, we express no such assurance. The foregoing
procedures would not necessarily reveal matters of significance to the pro forma
financial statements, and we therefore make no representation about the
sufficiency of the procedures for the purposes of a reader of such statements.

/S/ KPMG LLP
Chartered Accountants

Toronto, Canada

November 24, 2004

                                       F-2
<PAGE>

                COMMENTS FOR UNITED STATES READERS ON DIFFERENCE
             BETWEEN CANADIAN AND UNITED STATES REPORTING STANDARDS

     The above report, provided solely pursuant to Canadian requirements, is
expressed in accordance with standards of reporting generally accepted in
Canada. To report in conformity with United States standards on the
reasonableness of the pro forma adjustments and their application to the pro
forma financial statements requires an examination or review substantially
greater in scope than the review we have conducted. Consequently, we are unable
to express any opinion in accordance with standards of reporting generally
accepted in the United States with respect to the compilation of the
accompanying unaudited pro forma financial information.

/S/ KPMG LLP
Chartered Accountants

Toronto, Canada

November 24, 2004

                                       F-3
<PAGE>

                      ROGERS WIRELESS COMMUNICATIONS INC.

                      PRO FORMA CONSOLIDATED BALANCE SHEET
                           (In thousands of dollars)
                               SEPTEMBER 30, 2004
                                  (Unaudited)

<Table>
<Caption>
                                                                    PRO FORMA                 PRO FORMA
                                            RWCI      MICROCELL    ADJUSTMENTS     NOTES        TOTAL
                                         ----------   ----------   -----------   ----------   ----------
<S>                                      <C>          <C>          <C>           <C>          <C>
ASSETS
Current assets:
  Cash and cash equivalents............  $  111,291   $  110,977   $  (111,185)     4(a)(i)   $1,750,106
                                                                       103,917     4(a)(ii)
                                                                     2,921,588    4(a)(iii)
                                                                    (1,171,588)   4(a)(iii)
                                                                      (214,894)   4(a)(vii)
  Short-term investments...............          --       22,804       (22,804)   4(a)(vii)           --
  Accounts receivable..................     348,961       91,430            --                   440,391
  Deferred charges.....................          --       21,280       (21,280)    4(a)(vi)           --
  Other assets.........................      51,128       87,715            --                   138,843
  Due from parent and affiliated
     companies.........................       1,767           --            --                     1,767
                                         ----------   ----------   -----------                ----------
                                            513,147      334,206     1,483,754                 2,331,107
Property, plant and equipment..........   2,249,063      462,161      (292,961)    4(a)(vi)    2,418,263
Spectrum licences......................     402,880      188,002      (188,002)    4(a)(vi)      813,480
                                                                       410,600     4(a)(vi)
Goodwill...............................       7,058           --       886,367     4(a)(vi)      893,425
Other intangible assets................          --       38,883       292,773     4(a)(vi)      292,773
                                                                       (38,883)    4(a)(vi)
Deferred charges.......................      27,904       33,147        28,295    4(a)(iii)       56,199
                                                                       (33,147)    4(a)(vi)
Other long-term assets.................       1,178        4,146            --                     5,324
                                         ----------   ----------   -----------                ----------
                                         $3,201,230   $1,060,545   $ 2,548,796                $6,810,571
                                         ==========   ==========   ===========                ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
  (DEFICIENCY)
Current liabilities:
  Accounts payable and accrued
     liabilities.......................  $  328,485   $  127,982   $   193,000      4(a)(v)   $  649,467
     Current portion of long-term
       debt............................         918       12,000       (12,000)   4(a)(vii)          918
  Fair value of derivative
     instruments.......................          --        9,677        (9,677)   4(a)(vii)           --
  Unearned revenue.....................      37,362       47,450        (7,227)    4(a)(vi)       77,585
                                         ----------   ----------   -----------                ----------
                                            366,765      197,109       164,096                   727,970
Long-term debt.........................   1,946,308      360,616       444,860      4(a)(i)    5,194,444
                                                                     2,949,883    4(a)(iii)
                                                                      (321,588)   4(a)(iii)
                                                                         5,646     4(a)(vi)
                                                                      (366,262)   4(a)(vii)
                                                                       174,981    4(a)(vii)
Subordinated loan payable to parent
  company..............................          --           --       850,000      4(a)(i)           --
                                                                      (850,000)   4(a)(iii)
Derivative instruments.................     198,307           --            --                   198,307
Deferred transitional gain.............      57,474           --            --                    57,474
Fair value of derivative instruments...       1,017       24,740       (24,740)   4(a)(vii)        1,017
Shareholders' equity (deficiency)......     631,359      478,080       103,917     4(a)(ii)      631,359
                                                                      (581,997)  4(a)(viii)
                                         ----------   ----------   -----------                ----------
                                         $3,201,230   $1,060,545   $ 2,548,796                $6,810,571
                                         ==========   ==========   ===========                ==========
</Table>

     See accompanying notes to pro forma consolidated financial statements.

                                       F-4
<PAGE>

                      ROGERS WIRELESS COMMUNICATIONS INC.

                   PRO FORMA CONSOLIDATED STATEMENT OF INCOME
          (In thousands of dollars, except earnings (loss) per share)
                          YEAR ENDED DECEMBER 31, 2003
                                  (Unaudited)

<Table>
<Caption>
                                                   MICROCELL
                                       ---------------------------------
                                       PRE-REORGANIZATION
                                          FOUR MONTHS
                            RWCI             ENDED          EIGHT MONTHS
                         YEAR ENDED        APRIL 30,           ENDED
                        DECEMBER 31,          2003          DECEMBER 31,    PRO FORMA                  PRO FORMA
                            2003          (NOTE 2(B))           2003       ADJUSTMENTS     NOTES         TOTAL
                        ------------   ------------------   ------------   -----------   ---------     ----------
<S>                     <C>            <C>                  <C>            <C>           <C>           <C>
Revenue:
  Postpaid............   $1,911,073         $124,303          $261,907      $      --                  $2,297,283
  Prepaid.............       91,255           45,893            95,576        (12,908)     4(b)(i)        219,816
  One-way messaging...       27,565               --                --             --                      27,565
  Equipment...........      177,901            7,498            35,610          2,359     4(b)(ii)        217,049
                                                                               (6,319)    4(b)(ii)
                         ----------         --------          --------      ---------                  ----------
                          2,207,794          177,694           393,093        (16,868)                  2,761,713
                         ----------         --------          --------      ---------                  ----------
Operating expenses:
  Cost of equipment
     sales............      380,771           23,416            93,552             --                     497,739
  Sales and
     marketing........      361,998           24,585            73,185        (12,908)     4(b)(i)        446,860
  Operating, general
     and
     administrative...      737,453           91,137           178,335             --                   1,006,925
  Management fees.....       11,336               --                --             --                      11,336
  Depreciation and
     amortization.....      518,599           59,388            46,771         58,555    4(b)(iii)        637,660
                                                                               (7,383)   4(b)(iii)
                                                                              (41,852)   4(b)(iii)
                                                                                3,582     4(b)(iv)
                         ----------         --------          --------      ---------                  ----------
                          2,010,157          198,526           391,843             (6)                  2,600,520
                         ----------         --------          --------      ---------                  ----------
Operating income
  (loss)..............      197,637          (20,832)            1,250        (16,862)                    161,193
Interest expense......      193,506           70,608            14,817        212,240     4(b)(iv)        491,171
                         ----------         --------          --------      ---------                  ----------
                              4,131          (91,440)          (13,567)      (229,102)                   (329,978)
Foreign exchange
  gain................      135,242          136,553            13,926             --                     285,721
Investment and other
  income..............          861            2,200             5,187         (3,891)    4(b)(iv)          4,357
                         ----------         --------          --------      ---------                  ----------
Income (loss) before
  income taxes........      140,234           47,313             5,546       (232,993)                    (39,900)
Income taxes..........        2,393            1,796               587             --                       4,776
                         ----------         --------          --------      ---------                  ----------
Net income (loss) for
  the period..........   $  137,841         $ 45,517          $  4,959      $(232,993)                 $  (44,676)
                         ==========         ========          ========      =========                  ==========
Earnings (loss) per
  share --
  basic and diluted...   $     0.97                                                                    $    (0.44)
                         ==========                                                                    ==========
</Table>

     See accompanying notes to pro forma consolidated financial statements.

                                       F-5
<PAGE>

                      ROGERS WIRELESS COMMUNICATIONS INC.

                   PRO FORMA CONSOLIDATED STATEMENT OF INCOME
          (In thousands of dollars, except earnings (loss) per share)
                      NINE MONTHS ENDED SEPTEMBER 30, 2004
                                  (Unaudited)

<Table>
<Caption>
                                                                      PRO FORMA                PRO FORMA
                                               RWCI      MICROCELL   ADJUSTMENTS     NOTES       TOTAL
                                            ----------   ---------   -----------   ---------   ----------
<S>                                         <C>          <C>         <C>           <C>         <C>
Revenue:
  Postpaid................................  $1,678,470   $354,290     $      --                $2,032,760
  Prepaid.................................      75,211     91,645        (5,574)     4(b)(i)      161,282
  One-way messaging.......................      18,652         --            --                    18,652
  Equipment...............................     197,564     36,168         4,868     4(b)(ii)      217,256
                                                                        (21,344)    4(b)(ii)
                                            ----------   --------     ---------                ----------
                                             1,969,897    482,103       (22,050)                2,429,950
                                            ----------   --------     ---------                ----------
Operating expenses:
  Cost of equipment sales.................     357,527     83,041            --                   440,568
  Sales and marketing.....................     266,447     87,822        (5,574)     4(b)(i)      348,695
  Operating, general and administrative...     609,632    220,854         7,071     4(b)(ii)      837,557
  Management fees.........................       8,756         --            --                     8,756
  Special charges (note 2(c)).............          --      9,668            --                     9,668
  Depreciation and amortization...........     357,327     61,072        43,916    4(b)(iii)      426,995
                                                                         (6,617)   4(b)(iii)
                                                                        (31,389)   4(b)(iii)
                                                                          2,686     4(b)(iv)
                                            ----------   --------     ---------                ----------
                                             1,599,689    462,457        10,093                 2,072,239
                                            ----------   --------     ---------                ----------
Operating income..........................     370,208     19,646       (32,143)                  357,711
Interest expense..........................     152,422     23,782       145,074     4(b)(iv)      321,278
                                            ----------   --------     ---------                ----------
                                               217,786     (4,136)     (177,217)                   36,433
Foreign exchange loss.....................     (46,369)   (15,757)           --                   (62,126)
Change in the fair value of derivative
  instruments.............................      (9,046)        --            --                    (9,046)
Loss on repayment on long-term debt.......      (2,313)        --            --                    (2,313)
Investment and other income (loss)........       5,091       (147)       (3,412)    4(b)(iv)        1,532
                                            ----------   --------     ---------                ----------
Income (loss) before income taxes.........     165,149    (20,040)     (180,629)                  (35,520)
Income taxes..............................       3,947      2,958            --                     6,905
                                            ----------   --------     ---------                ----------
Net income (loss) for the period..........  $  161,202   $(22,998)    $(180,629)               $  (42,425)
                                            ==========   ========     =========                ==========
Earnings (loss) per share:
  Basic...................................  $     1.13                                         $    (0.33)
  Diluted.................................        1.12                                              (0.33)
                                            ==========                                         ==========
</Table>

     See accompanying notes to pro forma consolidated financial statements.

                                       F-6
<PAGE>

                      ROGERS WIRELESS COMMUNICATIONS INC.

              NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
            (Tabular amounts in thousands, except per share amounts)
     YEAR ENDED DECEMBER 31, 2003 AND NINE MONTHS ENDED SEPTEMBER 30, 2004
                                  (Unaudited)

1.  DESCRIPTION OF TRANSACTIONS:

   On September 20, 2004, Rogers Wireless Inc. ("RWI"), a wholly owned
   subsidiary of Rogers Wireless Communications Inc. ("RWCI"), announced an
   agreement with Microcell Telecommunications Inc. ("Microcell") to make an all
   cash tender offer totalling approximately Cdn. $1.4 billion, to acquire all
   of Microcell, Canada's fourth largest wireless communications provider (the
   "Acquisition"). RWI completed the Acquisition on November 12, 2004.

   On September 13, 2004, Rogers Communications Inc. ("RCI") entered into an
   agreement with JVII General Partnership ("JVII"), a general partnership
   wholly owned by AT&T Wireless Services, Inc., whereby RCI agreed to purchase
   all of JVII's shares of RWCI for a cash purchase price totalling
   approximately $1,767 million. RCI closed this transaction on October 13,
   2004. RCI funded the cash purchase price for the RWCI shares through a $1.75
   billion secured bridge credit facility with a term of up to two years to
   October 12, 2006 and from cash on hand. It is RCI's intention that RWCI will
   refinance the bridge financing facility. RWCI is currently reviewing various
   methods of transferring the $1.75 billion to its shareholders, so RCI will
   have adequate funds to repay its $1.75 billion bridge credit facility. A
   method of such transfer, including the timing thereof, has not been
   determined at this time (note 4(a)(iv)).

   In connection with these transactions, RWI announced on November 19, 2004
   that it had priced a private placement of notes in the aggregate principal
   amount of U.S. $2,356,000,000 (approximately $2,949,883,000 based on the U.S.
   dollar exchange rate at September 30, 2004) (the "Financing").

2.  BASIS OF PRESENTATION:

    (a) Pro forma consolidated financial statements:

      The accompanying unaudited pro forma consolidated financial statements
      (the "Statements") give effect to the Acquisition and the Financing as if
      they had occurred as at:

       -  September 30, 2004 for the purposes of the unaudited pro forma
          consolidated balance sheet; and

       -  January 1, 2003 for the purposes of the unaudited pro forma
          consolidated statements of income for the year ended December 31, 2003
          and the nine months ended September 30, 2004.

      The Statements have been prepared by management in accordance with
      Canadian generally accepted accounting principles ("GAAP"). In certain
      respects, GAAP as applied in the United States differs from that applied
      in Canada (note 6). The accounting policies used in the preparation of the
      Statements are consistent with those used by RWCI in the preparation of
      the consolidated financial statements for the year ended December 31, 2003
      and the nine months ended September 30, 2004.

      The Statements have been prepared using the following information and
      should be read in conjunction with the financial statements listed below:

       (i)   Audited consolidated financial statements of RWCI as at and for the
             year ended December 31, 2003;

       (ii)  Audited consolidated financial statements of Microcell as at
             December 31, 2003 and for the periods from January 1, 2003 to April
             30, 2003 and May 1, 2003 to December 31, 2003 (note 2(b));

       (iii)  Unaudited consolidated interim financial statements of RWCI as at
              and for the nine months ended September 30, 2004;

       (iv)  Unaudited consolidated interim financial statements of Microcell as
             at and for the nine months ended September 30, 2004; and

       (v)  Such other supplementary information as was considered necessary to
            reflect the Acquisition in the statements.

      The Statements do not include the anticipated financial benefits from such
      items as cost savings arising from the Acquisition. The Statements are not
      necessarily indicative of the results of operations or the financial
      position that would have resulted had the Acquisition or the Financing
      been effected on the dates indicated, or the results that may be obtained
      in the future.

      Certain elements of the RWCI and Microcell consolidated financial
      statements have been reclassified to provide a consistent classification
      format.

    (b)  Financial reorganization of Microcell:

      On May 1, 2003, the predecessor company of Microcell and certain of its
      subsidiaries emerged from a restructuring plan under the Companies'
      Creditors Arrangement Act and Canada Business Corporations Act. Pursuant
      to the plan, Microcell's long-term debt obligations decreased by
      approximately $1.6 billion. Microcell's interest expense for the four
      months ended April 30, 2003 includes the interest expense on the full
      amount of Microcell's debt prior to the restructuring.

      Effective May 1, 2003, the date of reorganization, Microcell accounted for
      its financial reorganization by using the principles of fresh start
      accounting. Accordingly, all assets and liabilities were revalued at
      estimated fair values and Microcell's deficit was eliminated. Microcell
      determined that its enterprise value was $689 million, of which $350
      million has been allocated to long-term debt and $339 million to equity.
      This enterprise value was determined based on several traditional
      valuation methodologies utilizing projections developed by

                                       F-7
<PAGE>

      Microcell management, including discounted cash flow analysis and
      comparable company trading analysis. A comprehensive revaluation of the
      assets and liabilities of Microcell was done based on this enterprise
      value. Microcell's depreciation expense for the four months ended April
      30, 2003 is based on the original cost of Microcell's property, plant and
      equipment. For periods subsequent to the restructuring, depreciation
      expense is based on the restated property, plant and equipment amounts.

    (c)  Microcell special charges:

      In connection with events leading up to the Acquisition, Microcell
      incurred financial and legal fees in the amount of $6.1 million in the
      nine months ended September 30, 2004. In addition, as a result of the
      impact of the Acquisition on Microcell's share price, the vesting of
      options under Microcell's stock option plan was accelerated, which
      resulted in an acceleration of compensation expense of $3.6 million in the
      nine months ended September 30, 2004.

3.  ACCOUNTING FOR THE ACQUISITION:

   The Acquisition is accounted for using the purchase method of accounting. The
   total purchase consideration is comprised of the following:

<Table>
    <S>                                                           <C>
    Cash........................................................  $1,391,045
    Estimated transaction costs.................................      15,000
                                                                  ----------
                                                                  $1,406,045
                                                                  ==========
</Table>

   The cash consideration includes the acquisition of additional equity
   securities that RWI expects to acquire in May 2005.

   The purchase price will be allocated to the assets acquired (including
   identifiable intangible assets arising from the purchase) and liabilities
   assumed based on their estimated fair value at the date of acquisition.

   Details of the estimated fair value of assets acquired and liabilities
   assumed of Microcell based on the information available at the date of
   preparation of these Statements are as follows:

<Table>
    <S>                                                           <C>
    Assets acquired:
      Cash and cash equivalents.................................  $  110,977
      Cash related to the exercising of existing stock options
        and warrants (note 4(a)(ii))............................     103,917
      Short-term investments....................................      22,804
      Accounts receivable.......................................      91,430
      Other current assets......................................      87,715
      Property, plant and equipment.............................     169,200
      Spectrum licences.........................................     410,600
      Other intangible assets...................................     292,773
      Goodwill..................................................     886,367
      Other long-term assets....................................       4,146
                                                                  ----------
                                                                   2,179,929
                                                                  ----------
    Less liabilities assumed:
      Accounts payable and accrued liabilities..................     127,982
      Liabilities set up on close (note 4(a)(v))................     193,000
      Unearned revenue..........................................      40,223
      Long-term debt............................................     378,262
      Derivative instruments....................................      34,417
                                                                  ----------
                                                                     773,884
                                                                  ----------
    Fair value of net assets acquired...........................  $1,406,045
                                                                  ==========
</Table>

   The actual adjustments that the Company will ultimately make in finalizing
   the allocation of the purchase price of Microcell to the fair value of the
   net assets acquired will depend on a number of factors, including additional
   information available at such time, changes in market values and changes in
   Microcell's operating results between the date of these pro forma
   consolidated financial statements and the effective date of the Acquisition.

   In the preparation of these pro forma financial statements, the purchase
   consideration has been allocated on a preliminary basis to the fair value of
   assets acquired and liabilities assumed based on management's best estimates
   and taking into account all relevant information available at the time these
   Statements were prepared. The Company expects that the actual amounts for
   each of the fair values of the assets and liabilities acquired will vary from
   the pro forma amounts and that the variation may be material.

                                       F-8
<PAGE>

4.  PRO FORMA ASSUMPTIONS AND ADJUSTMENTS:

    (a)  The unaudited pro forma consolidated balance sheet as at September 30,
         2004 incorporates the following adjustments:

       (i)   The funding for the Acquisition has been reflected in the pro forma
             consolidated balance sheet as if it had occurred on September 30,
             2004, as follows:

<Table>
              <S>                                                           <C>
              Sources of funding:
                Cash on hand of RWI.......................................  $  111,185
                RWI bank credit facility..................................     444,860
                Loan from RCI.............................................     850,000
                                                                            ----------
                                                                            $1,406,045
                                                                            ==========
</Table>

       (ii)  Each of cash and share capital has been increased by $103,917,000
             to reflect the exercise of Microcell stock options and warrants,
             which are assumed to have occurred immediately prior to the
             Acquisition.

       (iii)  RWI announced on November 19, 2004 that it had priced a private
              placement in the aggregate principal amount of approximately
              $2,949,883,000 (based on the U.S. dollar exchange rate at
              September 30, 2004) of senior and subordinated debt. The net
              proceeds of this issue are estimated to be $2,921,588,000 (based
              on the U.S. dollar exchange rate at September 30, 2004). It is
              expected that the net proceeds will be used as follows:

<Table>
              <S>                                                           <C>
              Cash on hand (note (iv) below)..............................  $1,750,000
              Repayment of loan from RCI..................................     850,000
              Repayment of RWI bank credit facility.......................     321,588
                                                                            ----------
                                                                            $2,921,588
                                                                            ==========
</Table>

       (iv)  As indicated in note 1, RWCI is reviewing the various methods of
             transferring the $1.75 billion to RCI, so RCI will have adequate
             funds to repay its $1.75 billion bridge credit facility. The method
             of such transfer, including the timing thereof, has not been
             determined at this time. If such transfer were to occur by a
             distribution of capital to RCI, pro forma cash and cash equivalents
             would be reduced by $1,750,000,000 and pro forma shareholders'
             equity would be reduced by a corresponding amount.

       (v)  A plan has been developed to restructure and integrate the
            operations of Microcell. As a result of the restructuring and
            integration, it is expected that severance and other
            employee-related costs, as well as costs to consolidate facilities,
            systems and operations totalling an estimated $193,000,000, will be
            incurred. These costs are management's preliminary estimates and
            take into account all relevant information available at the time
            these Statements were prepared. The actual integration costs may
            vary materially from such estimates. These costs have been reflected
            in the pro forma consolidated balance sheet as a liability as part
            of the purchase consideration allocation.

       (vi)  Upon acquisition, all of the Microcell deferred charges and
             intangible assets have been written off. Intangible assets arising
             on the Acquisition have been recorded at their estimated fair
             values as part of the allocation of the purchase price. Intangible
             assets acquired include spectrum licences, which have an indefinite
             life, and Microcell's customer contracts and relationships and
             brand name. In addition, property, plant and equipment, long-term
             debt and deferred revenue have been adjusted to estimated fair
             value. The estimated fair values are based on management's best
             estimates based on preliminary studies undertaken by management.
             The estimated value allocated to goodwill was based on the residual
             of the preliminary fair values of the identifiable tangible and
             intangible assets less the fair values of the liabilities assumed.
             The actual allocation may differ significantly from these
             estimates.

       (vii) Immediately after closing the Acquisition, Microcell's long-term
             debt was repaid and derivative instruments were unwound, utilizing
             Microcell's cash on hand (including cash received from the exercise
             of stock options and warrants as described in (ii) above) and
             short-term investments and from the proceeds of drawdowns under the
             RWI bank credit facility.

       (viii) Microcell's share capital, retained earnings and contributed
              surplus have been eliminated to reflect the effect of the
              Acquisition.

    (b)  The unaudited pro forma condensed consolidated statements of income for
         the year ended December 31, 2003 and for the nine months ended
         September 30, 2004 incorporate the following adjustments:

       (i)   RWCI recognizes revenue from the sale of prepaid services at the
             net wholesale amount charged to distributors. Microcell recognizes
             revenue from the sale of prepaid services at the gross amount
             charged to the subscriber. In order to harmonize Microcell's
             accounting presentation to that of RWCI, network revenue has been
             reduced by $12,908,000 and $5,574,000 for the year ended December
             31, 2003 and nine months ended September 30, 2004, respectively.
             Sales and marketing expense for the periods has been reduced by the
             same amounts.

                                       F-9
<PAGE>

       (ii)  RWCI expenses all costs related to subscriber acquisition and
             retention as incurred. Microcell defers and amortizes certain costs
             and revenues related to subscriber acquisition and retention. As a
             result, the following adjustments to revenue and expenses are being
             made to harmonize Microcell's accounting presentation to that of
             RWCI:

<Table>
<Caption>
                                                                                             NINE MONTHS
                                                                             YEAR ENDED         ENDED
                                                                            DECEMBER 31,    SEPTEMBER 30,
              INCREASE (DECREASE)                                               2003            2004
              -------------------                                           ------------    -------------
              <S>                                                           <C>             <C>
              Equipment revenue -- activation fees........................     $2,359         $  4,868
              Equipment revenue -- handset subsidies......................     (6,319)         (21,344)
              Operating, general and administrative expenses..............          -            7,071
</Table>

       (iii)  Pro forma depreciation and amortization has been increased by
              $58,555,000 and $43,916,000 for the year ended December 31, 2003
              and the nine months ended September 30, 2004, respectively, to
              reflect the amortization of other intangible assets arising on the
              Acquisition, being the Microcell customer contracts and
              relationships and brand name, over an estimated average life of
              five years on a straight-line basis. The five-year estimated
              average life was determined based on Microcell's historical
              customer relationship period and a 15-year estimated useful life
              for the Microcell brand name. A change in the fair value of other
              intangible assets acquired of $10,000,000 would impact the pro
              forma amortization expense and pro forma net loss by $2,000,000
              and $1,500,000 for the year ended December 31, 2003 and the nine
              months ended September 30, 2004, respectively. An extension in the
              estimated average useful life of the Microcell customer contracts
              and relationships and brand name by one year would reduce the pro
              forma amortization expense and pro forma net loss by $9,760,000
              and $7,320,000 for the year ended December 31, 2003 and the nine
              months ended September 30, 2004, respectively.

         Pro forma amortization expense has been reduced by $7,383,000 and
         $6,617,000 for the year ended December 31, 2003 and the nine months
         ended September 30, 2004, respectively, to reflect the elimination of
         historical amortization expense as a result of the fair value
         adjustments to the existing Microcell intangible assets upon
         acquisition.

         Pro forma depreciation expense has been reduced by $41,852,000 and
         $31,389,000 for the year ended December 31, 2003 and the nine months
         ended September 30, 2004, respectively, to reflect the elimination of
         historical depreciation expense as a result of the write-down of
         Microcell's property, plant and equipment to estimated fair value
         assuming an estimated average life of seven years on a straight-line
         basis.

       (iv)  Interest expense and investment and other income have been adjusted
             to reflect the financing of the Acquisition, the Financing and to
             eliminate the historical interest expense of Microcell as a result
             of the repayment of Microcell's long-term debt, as follows:

<Table>
<Caption>
                                                                                             NINE MONTHS
                                                                             YEAR ENDED         ENDED
                                                                            DECEMBER 31,    SEPTEMBER 30,
              INCREASE (DECREASE)                                               2003            2004
              -------------------                                           ------------    -------------
              <S>                                                           <C>             <C>
              Interest expense:
                Bank credit facility......................................    $ 14,913        $ 11,184
                Senior and subordinated debt..............................     219,553         157,672
                Long-term debt -- Microcell...............................     (22,226)        (23,782)
                                                                              --------        --------
                                                                              $212,240        $145,074
                                                                              ========        ========
              Investment and other income.................................    $ (3,891)       $ (3,412)
                                                                              ========        ========
</Table>

         Pro forma interest expense has been determined using an estimated
         interest rate of 5% for the bank credit facility and the weighted
         average interest rates for the senior and subordinated debt of 6.81%
         for the year ended December 31, 2003 and 6.85% for the nine months
         ended September 30, 2004.

         A change of 1/8% in the interest rate on the bank credit facility and
         the floating rate senior debt would impact the pro forma interest
         expense and pro forma net loss by $1,340,000 and $963,000 for the year
         ended December 31, 2003 and the nine months ended September 30, 2004,
         respectively.

         Pro forma depreciation and amortization have been increased by
         $3,582,000 and $2,686,000 for the year ended December 31, 2003 and the
         nine months ended September 30, 2004 to reflect the amortization of
         financing costs incurred on the issue of senior and subordinated debt
         over an estimated average term to maturity of 7.9 years.

       (v)  A full valuation allowance has been recorded against the income tax
            loss carryforwards of Microcell totalling approximately $1.6 billion
            as it is not more likely than not that these losses will be
            utilized. Any future reduction in the valuation allowance will
            reduce goodwill and other intangible assets.

                                       F-10
<PAGE>

5.  PRO FORMA EARNINGS PER SHARE:

   The following table sets forth the calculation of pro forma basic and diluted
   earnings (loss) per share:

<Table>
<Caption>
                                                                                   NINE MONTHS
                                                                   YEAR ENDED         ENDED
                                                                  DECEMBER 31,    SEPTEMBER 30,
                                                                      2003            2004
                                                                  ------------    -------------
    <S>                                                           <C>             <C>
    Numerator:
      Pro forma loss for the period -- basic and diluted........    $(44,676)       $(42,425)
      Accretion on redemption price of Microcell preferred
        shares..................................................     (17,105)         (5,184)
                                                                    --------        --------
                                                                    $(61,781)       $(47,609)
                                                                    ========        ========
    Denominator:
      Weighted average number of shares outstanding -- basic....     141,773         142,631
      Effect of dilutive securities:
        Employee stock options..................................         260           1,041
                                                                    --------        --------
    Weighted average number of shares outstanding -- diluted....     142,033         143,672
                                                                    ========        ========
    Pro forma loss per share -- basic and diluted...............    $  (0.44)       $  (0.33)
                                                                    ========        ========
</Table>

   The Microcell preferred shares were redeemed and converted in 2004.

6.  RECONCILIATION TO UNITED STATES GAAP:

   If United States GAAP were employed, the pro forma consolidated net income
   (loss) for the year ended December 31, 2003 and nine months ended September
   30, 2004 would be adjusted as follows:

<Table>
<Caption>
                                                                                   NINE MONTHS
                                                                   YEAR ENDED         ENDED
                                                                  DECEMBER 31,    SEPTEMBER 30,
                                                                      2003            2004
                                                                  ------------    -------------
    <S>                                                           <C>             <C>
    Pro forma loss for the period based on Canadian GAAP........   $  (44,676)      $(42,425)
    Stock-based compensation (a)................................           --          3,178
    Loss on repayment of long-term debt (b).....................           --        (28,759)
    Interest capitalized (e)....................................        5,693          4,477
    Amortization of pre-operating costs (f).....................        2,976             --
    Depreciation expense (h)....................................       (2,968)        (2,720)
    Financial instruments (i)...................................     (102,787)         5,379
    Microcell adjustments (j)...................................    1,253,160          5,700
                                                                   ----------       --------
    Pro forma net income (loss) based on United States GAAP.....   $1,111,398       $(55,170)
                                                                   ==========       ========
    Pro forma earnings (loss) per share under United States
      GAAP:
      Basic.....................................................   $     7.72       $  (0.42)
      Diluted...................................................         7.70          (0.42)
                                                                   ==========       ========
</Table>

   The cumulative effect of these adjustments on the pro forma consolidated
   shareholders' equity of RWCI is as follows:

<Table>
<Caption>
                                                                   NINE MONTHS
                                                                      ENDED
                                                                  SEPTEMBER 30,
                                                                      2004
                                                                  -------------
    <S>                                                           <C>
    Pro forma shareholders' equity based on Canadian GAAP.......   $  631,359
    Loss on repayment of long-term debt (b).....................      (28,759)
    "Pushed down" goodwill (c)..................................      770,757
    Amortization of goodwill (d)................................     (248,890)
    Interest capitalized (e)....................................       35,720
    Conversion costs (g)........................................       (3,911)
    Accumulated depreciation (h)................................       (8,219)
    Financial instruments (i)...................................       15,240
                                                                   ----------
    Pro forma shareholders' equity based on United States
      GAAP......................................................   $1,163,297
                                                                   ==========
</Table>

                                       F-11
<PAGE>

   The areas of material differences between Canadian and United States GAAP and
   their impact on the pro forma consolidated financial statements of RWCI are
   described below:

    (a)  Stock-based compensation:

      Under Canadian GAAP, effective January 1, 2004 RWCI adopted the fair value
      method of recognizing stock-based compensation expense. For United States
      GAAP purposes, the intrinsic value method is used to account for
      stock-based compensation. Compensation expense of $3.2 million under
      Canadian GAAP for the nine months ended September 30, 2004 would not be
      recognized under United States GAAP. The exercise price of stock options
      is equal to the market value of the underlying shares at the date of
      grant; therefore, there is no expense under the intrinsic value method for
      United States GAAP purposes for the nine months ended September 30, 2004.

    (b)  Loss on repayment of long-term debt:

      On March 26, 2004, RWCI repaid long-term debt resulting in a loss on early
      repayment of long-term debt of $2.3 million. This loss included, among
      other items, a $40.2 million gain on the realization of the deferred
      transitional gain related to cross currency interest rate exchange
      agreements which were unwound in connection with the repayment of
      long-term debt. Under United States GAAP, the Company records cross
      currency interest rate exchange agreements at fair value. Therefore, under
      United States GAAP, the deferred transitional gain realized under Canadian
      GAAP would be reduced by $28.8 million, representing the $40.2 million
      gain net of the realization of a gain of $11.4 million related to the
      cumulative transition adjustment recorded upon the adoption of SFAS 133,
      "Accounting for Derivative Instruments and Hedging Activities".

    (c)  "Push-down" accounting:

      Under United States GAAP, purchase transactions that result in an entity
      becoming a wholly owned subsidiary establish a new basis of accounting for
      the entity purchased and its assets and liabilities. As a result of RCI's
      acquisition of 100% of RWCI in 1989, for United States GAAP purposes, RWCI
      must record as an asset in its consolidated financial statements the
      amount of goodwill that was recorded on the consolidated financial
      statements of RCI. As this acquisition was financed principally by the
      parent company with proceeds from other asset sales, the corresponding
      adjustment for the assets recorded was an increase in shareholders'
      equity.

      At the time of the acquisition by RCI, Canadian GAAP did not permit a
      subsidiary company to alter the historical costs of its assets or
      liabilities upon it being acquired.

      On October 13, 2004, RCI acquired the shares of RWCI previously owned by
      JVII General Partnership ("JVII"), a general partnership wholly owned by
      AT&T Wireless Communications Inc., for a cash purchase price of $1,767
      million. This acquisition increased RCI's ownership in RWCI to 89.3%, with
      the balance of RWCI's outstanding shares being held by the public. On
      November 11, 2004, RCI's Board of Directors authorized RCI to launch an
      exchange offer to purchase all of the outstanding Class B Restricted
      Voting Shares of RWCI ("RWCI Class B Shares") not already owned by RCI in
      exchange for 1.75 Class B Non-voting shares of RCI for each RWCI Class B
      Share (the "Exchange Offer").

      If "push-down" accounting were to be applied to the purchase equation
      resulting from the completion of the Exchange Offer, based on preliminary
      allocations to the fair value of assets acquired and liabilities assumed,
      RWCI's goodwill would increase by approximately $1,426 million, spectrum
      licenses would increase by approximately $381.7 million, other intangible
      assets would increase by approximately $499 million, and deferred
      stock-based compensation would increase by approximately $47.9 million,
      with a corresponding increase of approximately $5,789.9 million to
      shareholders' equity.

      Pro forma depreciation and amortization would increase by $108,881,000 and
      $81,661,000 for the year ended December 31, 2003 and the nine months ended
      September 30, 2004, respectively, to reflect the amortization of other
      intangible assets, being customer contracts and relationships, on an
      estimated useful life of 55 months on a straight-line basis.

    (d)  Amortization of goodwill:

      As a result of the "push-down" accounting described in (c) above, RWCI was
      required until 2001 to amortize the amount recorded as goodwill under
      United States GAAP. RWCI had been amortizing this amount under United
      States GAAP over 40 years on a straight-line basis.

    (e)  Interest capitalized:

      United States GAAP requires capitalization of interest costs as part of
      the historical cost of acquiring certain qualifying assets which require a
      period of time to prepare for their intended use. This is not required
      under Canadian GAAP.

    (f)   Pre-operating costs:

      Under Canadian GAAP, RWCI defers the incremental costs relating to the
      development and pre-operating phases of new business, and amortizes these
      costs on a straight-line basis over two years. Under United States GAAP,
      these costs are expensed as incurred.

    (g)  Conversion costs:

      Under Canadian GAAP, RWCI capitalized certain costs incurred to convert
      data to its new customer care and billing system. United States GAAP
      required these costs to be expensed as incurred.

    (h)  Accumulated depreciation:

      As a result of the capitalization of interest to property, plant and
      equipment required under United States GAAP described in (e) above,
      additional depreciation on the interest capitalized is recorded under
      United States GAAP in subsequent periods. As a result of conversion costs
      being expensed under United States GAAP, as described in (g) above,
      depreciation expense is reduced under United States GAAP in subsequent
      periods.

                                       F-12
<PAGE>

    (i)   Financial instruments:

      Under Canadian GAAP, RWCI accounts for certain of its cross currency
      interest rate exchange agreements as hedges of specific debt instruments.
      Under United States GAAP, these instruments are not accounted for as
      hedges as a result of adopting SFAS 133, effective January 1, 2001.
      Changes in the fair value of the derivative financial instruments,
      reflecting primarily market changes in foreign exchange rates, interest
      rates, as well as the level of short-term variable versus long-term fixed
      interest rates, are recognized in income immediately. Under United States
      GAAP, effective January 1, 2001, RWCI recorded an increase of $29.2
      million in the carrying value of the derivative financial instruments, to
      a total of $139.9 million, and a corresponding increase in the carrying
      value of long-term debt. This increase in long-term debt has been recorded
      for United States GAAP purposes as a cumulative transition adjustment that
      is being amortized to net income over the remaining life of the respective
      long-term debt.

    (j)   Microcell adjustments:

      Effective January 1, 2004, Microcell adopted the fair value method of
      recognizing stock-based compensation expense under Canadian GAAP. For
      United States GAAP purposes, the intrinsic value method is used by RWCI to
      account for stock-based compensation. Compensation expense of $5.7 million
      for the nine months ended September 30, 2004 would not be recognized under
      United States GAAP.

      On May 1, 2003, Microcell emerged from a restructuring plan under the
      Companies' Creditors Arrangement Act and Canada Business Corporations Act.
      Under United States GAAP, the forgiveness of debt and the effect of the
      adjustments on the reported amounts of individual assets and liabilities
      resulting from the adoption of fresh start accounting in the amount of
      $1,253,660,000 are reflected in the statement of income for the year ended
      December 31, 2003. Under Canadian GAAP, such adjustments are recorded as
      capital transactions.

      In addition, certain differences between Canadian GAAP and United States
      GAAP exist related to the accounting for Microcell's investments under the
      equity method, which resulted in a reduction in net income under United
      States GAAP of $500,000 for the year ended December 31, 2003.

    (k)  Statement of comprehensive income:

      There are no material differences between pro forma net income and pro
      forma comprehensive income under United States GAAP.

                                       F-13
<PAGE>

                        The Depositary for the Offer is:

                      COMPUTERSHARE INVESTOR SERVICES INC.

<Table>
<S>                                              <C>

                    BY MAIL                            BY REGISTERED MAIL, HAND OR COURIER
                 P.O. Box 7021                                100 University Avenue
               31 Adelaide St. E                                    9th Floor
              Toronto, ON M5C 3H2                              Toronto, ON M5J 2Y1
          Attention: Corporate Actions                     Attention: Corporate Actions
</Table>

                            Fax Number: 416-981-9663
                           Toll Free: 1-877-982-5008
                       E-Mail: service@computershare.com

                               BY HAND OR COURIER

<Table>
<S>                              <C>                              <C>
            Montreal                        Vancouver                         Calgary
  650 de Maisonneuve Blvd West          510 Burrard Street               Western Gas Tower
           Suite 700                        2nd Floor              Suite 600, 530 8th Avenue S.W.
          Montreal, QC                    Vancouver, BC                     Calgary, AB
            H3A 3T2                          V6C 3B9                          T2P 3S8
</Table>

                      The Dealer Manager for the Offer is:

                              SCOTIA CAPITAL INC.

<Table>
<S>                                              <C>
                   In Canada:                                 In the United States:
              Scotia Capital Inc.                           Scotia Capital (USA) Inc.
            Scotia Plaza, 66th Floor                      One Liberty Plaza, 25th Floor
              40 King Street West                                  165 Broadway
             Box 4085, Station "A"                              New York, New York
                Toronto, Ontario                                      10006
                    M5W 2X6
         Canadian Retail Shareholders:                            U.S. Contact:
               Tel: 416-863-7207                                   Grant Harder
      Canadian Institutional Shareholders:                      U.S. Shareholders:
               Tel: 416-863-2885                       Tel: 1-800-262-4060 or 212-225-6812
</Table>

                    The Information Agent for the Offer is:

                   GEORGESON SHAREHOLDER COMMUNICATIONS INC.

                           66 Wellington Street West
                             TD Tower - Suite 5210
                            Toronto Dominion Centre
                            Toronto, Ontario M5K 1J3

                NORTH AMERICAN TOLL-FREE NUMBER: 1-877-288-7452

               U.S. Banks and Brokers Call Collect: 212-440-9800

ANY QUESTIONS AND REQUESTS FOR ASSISTANCE MAY BE DIRECTED BY SHAREHOLDERS TO THE
DEPOSITARY, DEALER MANAGER OR THE INFORMATION AGENT AT THEIR RESPECTIVE
TELEPHONE NUMBERS AND LOCATIONS SET OUT ABOVE.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.2
<SEQUENCE>3
<FILENAME>t14763exv4w2.txt
<DESCRIPTION>EX-4.2
<TEXT>
<PAGE>

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                      ROGERS WIRELESS COMMUNICATIONS INC.

                              DIRECTORS' CIRCULAR

                RELATING TO THE OFFER DATED NOVEMBER 24, 2004 BY

                           ROGERS COMMUNICATIONS INC.
             AND ITS WHOLLY-OWNED SUBSIDIARY RWCI ACQUISITION INC.

     TO PURCHASE ALL OF THE OUTSTANDING CLASS B RESTRICTED VOTING SHARES OF

                      ROGERS WIRELESS COMMUNICATIONS INC.

                                  NOT OWNED BY

                 ROGERS COMMUNICATIONS INC. AND ITS AFFILIATES

     THE BOARD OF DIRECTORS OF THE CORPORATION HAS CONCLUDED THAT THE OFFER
        IS FAIR AND REASONABLE TO SHAREHOLDERS AND IS RECOMMENDING THAT
     SHAREHOLDERS TENDER THEIR RWCI RESTRICTED VOTING SHARES TO THE OFFER.

                      NOTICE TO UNITED STATES SHAREHOLDERS

         The Offer is made for the securities of a Canadian issuer and while
    the Offer is subject to Canadian disclosure requirements, shareholders
    should be aware that these requirements are different from those of the
    United States.

         The enforcement by shareholders of civil liabilities under the
    United States federal securities laws may be affected adversely by the
    fact that Rogers Wireless Communications Inc. is located in Canada, and
    by the fact that its officers and directors are residents of Canada.

                               November 24, 2004

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>

                               TABLE OF CONTENTS

<Table>
<Caption>
                                                              PAGE
                                                              ----
<S>                                                           <C>
BACKGROUND TO THE OFFER.....................................    3
RECOMMENDATION OF THE BOARD OF DIRECTORS OF THE
  CORPORATION...............................................    6
REASONS FOR RECOMMENDATION..................................    6
SUMMARY OF VALUATION AND FAIRNESS OPINION...................    7
OWNERSHIP OF SECURITIES OF THE CORPORATION BY DIRECTORS AND
  OFFICERS OF THE CORPORATION...............................    8
PRINCIPAL HOLDERS OF SECURITIES OF THE CORPORATION..........   10
ACCEPTANCE OF THE OFFER BY DIRECTORS AND OFFICERS OF THE
  CORPORATION...............................................   10
RECENT TRADING IN SHARES OF THE CORPORATION.................   11
ISSUANCES OF SHARES.........................................   12
OWNERSHIP OF SECURITIES OF OFFERORS.........................   13
RELATIONSHIPS BETWEEN OFFERORS AND DIRECTORS AND OFFICERS OF
  THE CORPORATION...........................................   14
RELATIONSHIPS BETWEEN THE CORPORATION AND ITS DIRECTORS AND
  OFFICERS..................................................   14
INTEREST OF CERTAIN PERSONS IN MATERIAL CONTRACTS...........   14
MATERIAL CHANGES IN THE AFFAIRS OF THE CORPORATION..........   15
RESPONSE OF THE CORPORATION.................................   15
OTHER INFORMATION...........................................   15
STATUTORY RIGHT OF ACTION FOR DAMAGES.......................   15
APPROVAL AND CERTIFICATE....................................   16
CONSENT.....................................................   17
SCHEDULE "A" -- VALUATION AND FAIRNESS OPINION
</Table>

                                        2
<PAGE>

                      ROGERS WIRELESS COMMUNICATIONS INC.

                              DIRECTORS' CIRCULAR

     This directors' circular (the "Directors' Circular") is issued by the board
of directors (the "Board of Directors") of Rogers Wireless Communications Inc.
(the "Corporation" or "RWCI") in connection with the offer (the "Offer") made by
Rogers Communications Inc. ("RCI") and its wholly-owned subsidiary RWCI
Acquisition Inc. ("RCI Subco", and together with RCI, the "Offerors") to
purchase all of the issued and outstanding Class B Restricted Voting Shares (the
"RWCI Restricted Voting Shares") of the Corporation not already owned by RCI and
its affiliates on the basis of 1.75 Class B Non-Voting Shares of RCI (the "RCI
Non-Voting Shares") for each RWCI Restricted Voting Share, upon the terms and
subject to the conditions set forth in the Offer and take-over bid circular of
the Offerors dated November 24, 2004 (collectively, the "Offer and Circular")
and mailed to shareholders with the Directors' Circular.

     Except as otherwise expressly indicated in this Directors' Circular, all
amounts herein are expressed in Canadian dollars.

                            BACKGROUND TO THE OFFER

OVERVIEW

     On September 13, 2004, RCI entered into an agreement with JVII General
Partnership, a partnership wholly-owned by AT&T Wireless Services, Inc. ("AT&T
Wireless"), to purchase its entire interest in the Corporation, representing
approximately 34.2% of the equity of the Corporation, for approximately Cdn.
$1,767 million or $36.37 per share. Subsequent to executing the agreement, the
Corporation and RCI began exploring various methods of transferring funds to RCI
in order to permit RCI to repay its $1,750 million bridge credit facility used
to fund the AT&T Wireless share purchase.

     On September 27, 2004, at the request of RCI, the Board of Directors of the
Corporation established a committee of directors of the Corporation independent
of RCI to, among other matters, retain a financial adviser to prepare a formal
valuation of the RWCI Restricted Voting Shares in accordance with Ontario
Securities Commission Rule 61-501 ("Rule 61-501"), Policy Q-27 of the Quebec
Autorite des marches financiers ("Policy Q-27") and the Minority Shareholder
Protection Agreement (the "Shareholder Protection Agreement") dated August 7,
1991 between RCI and the Corporation, in connection with a possible substantial
issuer bid that could be used as a mechanism to transfer funds to RCI. Any such
issuer bid would have been made to all shareholders of the Corporation. No terms
of the issuer bid (including price or the number of securities to be bid for)
were ever established. The Corporation was of the view that until it knew the
likely range of fair market values for the RWCI Restricted Voting Shares
pursuant to a formal valuation, it could not assess or come to a view whether it
would be prepared to initiate a substantial issuer bid.

     On October 13, 2004, RWCI Acquisition Inc., a wholly-owned subsidiary of
RCI, completed the purchase of all of the shares of the Corporation owned by
AT&T Wireless through JVII General Partnership.

     The Independent Committee was established by the Corporation and is
composed of James C. Grant (as Chairman), George A. Fierheller and Pierre L.
Morrissette, the three RWCI directors elected solely by the shareholders of the
Corporation other than RCI and its affiliates ("Minority Shareholders"), all of
whom are independent of RCI, its associates and affiliates, and of management of
the Corporation. The Independent Committee retained Ogilvy Renault as its legal
adviser and BMO Nesbitt Burns Inc. ("BMO Nesbitt Burns") as its financial
advisor. BMO Nesbitt Burns was asked by the Independent Committee to prepare a
formal valuation of the RWCI Restricted Voting Shares on the assumption that
RWCI would possibly make a substantial issuer bid on terms that were not
specified. BMO Nesbitt Burns began preparation of a formal valuation of the RWCI
Restricted Voting Shares on that basis under the supervision of the Independent
Committee. On November 9, 2004, the Independent Committee advised RCI that BMO
Nesbitt Burns' preliminary "en bloc" valuation range for the RWCI Restricted
Voting Shares was $46.00 to $54.00 per share.

     On November 9, 2004, upon receipt of the preliminary valuation range,
management of RCI concluded that, rather than a substantial issuer bid, it could
recommend an insider bid by RCI as a first step to potentially taking the
Corporation private. On November 10, 2004, RCI requested that the Independent
Committee supervise the completion of the valuation, review the terms of the
Offer in order to conclude whether the Offer would be fair from a financial
point of view to Minority Shareholders and make a recommendation to the RWCI
Board whether the Board should
                                        3
<PAGE>

recommend that Minority Shareholders accept the Offer. On November 11, 2004, the
board of directors of RCI met and approved in principle the making of the Offer.
Also on that date, the Corporation and BMO Nesbitt Burns amended the BMO Nesbitt
Burns engagement letter to reflect that the Offer would be made by RCI using RCI
Non-Voting Shares as consideration and to request that BMO Nesbitt Burns
determine whether it could give an opinion that the Offer consideration is fair,
from a financial point of view, to the Minority Shareholders.

MANDATE

     The Independent Committee's original mandate was to:

     (a)   retain independent legal counsel to advise the Independent Committee;

     (b)   retain a financial advisor independent of RCI its associates and
           affiliates and management of the Corporation to prepare a formal
           valuation, in accordance with the Shareholder Protection Agreement,
           Rule 61-501 and Policy Q-27, of the Corporation's Class B Restricted
           Voting Shares and to supervise the preparation of that valuation;

     (c)   carry out any negotiations that may be necessary between the
           Corporation and RCI in connection with a substantial issuer bid;

     (d)   if requested, report to the Board of Directors of the Corporation as
           to the desirability or fairness of a substantial issuer bid to
           shareholders and whether the Board of Directors of the Corporation
           should make any recommendation to shareholders in connection with
           such a bid; and

     (e)   to take such other actions as the Independent Committee should
           consider necessary or desirable in order to carry out its mandate.

     On November 10, 2004, RCI requested that the Independent Committee (which
request was subsequently ratified by the Board of Directors of the Corporation):

     (a)   confirm with BMO Nesbitt Burns that the formal valuation being
           prepared by it was relevant to an insider bid by RCI and not just a
           substantial issuer bid by the Corporation;

     (b)   request that any necessary valuation work be completed by BMO Nesbitt
           Burns with respect to the RCI Non-Voting Shares being offered as
           consideration under the Offer, in part because the Shareholder
           Protection Agreement requires a formal valuation of that
           consideration;

     (c)   request that BMO Nesbitt Burns do the necessary valuation work in
           order to determine whether it would be able to deliver an opinion
           with respect to the Offer consideration that it was fair from a
           financial point of view to Minority Shareholders; and

     (d)   confirm whether BMO Nesbitt Burns would be able to render an opinion
           that no formal valuation of the RCI Non-Voting Shares would be
           necessary under Rule 61-501 and Policy Q-27.

DELIBERATIONS AND RECOMMENDATION OF THE INDEPENDENT COMMITTEE

     Between October 7, 2004 and November 22, 2004 the Independent Committee met
formally nine times.

     At the initial meeting on October 7, 2004, in addition to having a general
discussion regarding its mandate, the Independent Committee confirmed the
engagement of Ogilvy Renault as its legal counsel and interviewed two investment
banks as candidates to act as its financial advisor.

     On October 12, 2004, the Independent Committee confirmed that it was
satisfied that BMO Nesbitt Burns, based on representations made by BMO Nesbitt
Burns, was independent and qualified for the purposes of Rule 61-501, Policy
Q-27 and the Shareholder Protection Agreement and resolved to engage BMO Nesbitt
Burns as the Committee's financial advisor, subject to negotiating an
appropriate fee arrangement. Once an appropriate fee arrangement was agreed
upon, the Independent Committee engaged BMO Nesbitt Burns pursuant to an
engagement letter dated as of October 19, 2004 (the "Engagement Letter") to
provide financial advice to the Independent Committee in relation to a possible
substantial issuer bid to be made by RWCI, to prepare a formal valuation of the
RWCI Restricted Voting Shares in accordance with Rule 61-501, Policy Q-27 and
the Shareholder Protection Agreement and, if requested, to provide a fairness
opinion regarding the fairness of the consideration under the substantial issuer
bid, from a financial point of view, to the holders of RWCI Restricted Voting
Shares other than RCI.

                                        4
<PAGE>

     At a meeting held on October 25, 2004, BMO Nesbitt Burns presented to the
Independent Committee an interim status report on the progress of their
valuation work, including the results of discussions with RWCI management.

     At a meeting held on November 1, 2004, BMO Nesbitt Burns provided the
Independent Committee with a further update on the status of their valuation
work. The Independent Committee was also advised that BMO Nesbitt Burns had
completed a series of meetings with RWCI management and had received access to
all required information. BMO Nesbitt Burns outlined the various valuation
methodologies that it intended to apply and discussed the scope of its review to
date.

     On November 9, 2004, the Independent Committee confirmed, following
discussions with BMO Nesbitt Burns, that the appropriate valuation approach for
purposes of a substantial issuer bid was the fair market value or "en bloc"
approach without minority discount, as is required by Rule 61-501 and Policy
Q-27. At this meeting, BMO Nesbitt Burns updated the Independent Committee on
discussions that it had held with RWCI management, and reviewed in detail its
preliminary valuation. BMO Nesbitt Burns indicated that, subject to completion
of due diligence, its preliminary "en bloc" valuation range for a RWCI
Restricted Voting Share was $46.00 to $54.00 per share. As part of its
presentation to the Independent Committee, BMO Nesbitt Burns provided details
regarding the application of each valuation methodology used in connection with
the valuation, including key assumptions and limitations. Following the meeting,
the Chairman of the Independent Committee communicated this preliminary "en
bloc" valuation range to management of RCI. Subsequently, BMO Nesbitt Burns
confirmed that the same "en bloc" valuation approach would be applicable to
determining the fair market value of the RWCI Restricted Voting Shares in
connection with the Offer.

     On November 10, 2004, the Independent Committee was advised that RCI was
considering making the Offer and was requested to take the steps referred to
above under "Mandate". At a meeting of the Independent Committee on November 11,
2004:

     (a)   BMO Nesbitt Burns tabled a written copy of its valuation
           presentation;

     (b)   the remaining due diligence and valuation work were discussed,
           including BMO Nesbitt Burns' approach to a valuation of the RCI
           Non-Voting shares proposed to be offered as consideration under the
           Offer; and

     (c)   a letter amending the Engagement Letter to reflect the Offer was
           executed.

     On November 12, 2004, the Independent Committee met with John Gossling,
Chief Financial Officer of the Corporation, to reconfirm the management
forecasts relied on by BMO Nesbitt Burns for its valuation work. At a board
meeting held later that day, the Independent Committee advised the Board of
Directors that it was comfortable with management's forecasts and the Board of
Directors formally ratified its instructions to the Independent Committee to
continue its work and to review the Offer.

     On November 18, 2004, the Independent Committee met with BMO Nesbitt Burns
at which time BMO Nesbitt Burns reviewed the consideration under the Offer,
confirmed the preliminary valuation range of the RWCI Restricted Voting Shares,
and provided preliminary confirmation that the proposed share exchange ratio was
fair from a financial point of view, all subject to completion of due diligence.

     On November 22, 2004, having completed its updating diligence and internal
review and approval processes, BMO Nesbitt Burns met with the Independent
Committee and reconfirmed, and delivered its final valuation report setting
forth, its formal valuation range of $46.00 to $54.00 per share for the RWCI
Restricted Voting Shares (the "Valuation") and opined that the consideration
offered under the Offer is fair, from a financial point of view, to the Minority
Shareholders (the "Fairness Opinion").

     In considering whether the Offer is in the best interests of Minority
Shareholders, the Independent Committee considered relevant factors including
the following:

     (a)   the Valuation and Fairness Opinion;

     (b)   the fact that the consideration under the Offer had a value
           (determined based on average closing prices for the RWCI Restricted
           Voting Shares and the RCI Non-Voting Shares for the five day period
           ending November 10, 2004, the last trading day before RCI publicly
           announced its intention to make the Offer) slightly above the
           mid-point of the BMO Nesbitt Burns valuation range for the RWCI
           Restricted Voting Shares;

     (c)   the liquidity of the market for the RWCI Restricted Voting Shares and
           the relatively greater liquidity of the RCI Non-Voting Shares;

                                        5
<PAGE>

     (d)   the opportunity for Minority Shareholders to continue to participate
           in the wireless business of the Corporation through receiving shares
           of RCI, a public company with a more diverse asset base and
           significantly larger capital base than the Corporation;

     (e)   the fact that RCI controls the Corporation, with the result that
           there is no prospect of an offer for the RWCI Restricted Voting
           Shares from a third party;

     (f)   based on the average closing price on the TSX for the RWCI Restricted
           Voting Shares for the five day period ending November 10, 2004, the
           Offer represents a premium of 14.1%, 19.0% and 28.2% to the weighted
           average closing prices of the RWCI Restricted Voting Shares for the
           20, 40 and 100 trading day periods ending on that date, and a 38%
           premium to the price paid to AT&T Wireless Services, Inc. (through
           JVII general partnership) for its shares of RWCI;

     (g)   the consideration under the Offer can be received on a tax deferred
           "rollover" basis for Canadian federal income tax purposes by certain
           eligible shareholders who elect such basis by making the required
           designation in the Letter of Acceptance and Transmittal accompanying
           the Offer;

     (h)   the simplified corporate structure that will result if RWCI is taken
           private will enhance the common branding and product bundling
           initiatives in the Rogers group of companies;

     (i)   the recent $2,800 million high yield debt offering by Rogers Wireless
           Inc. and the additional leverage to which the Corporation will be
           exposed; and

     (j)   the expected distribution of $1,750 million from Rogers Wireless Inc.
           as a return of capital to the Corporation (following the closing of
           the $2,800 million high yield debt offering) and the Corporation's
           review of the various methods of transferring such distribution to
           its Shareholders so that RCI will have adequate funds to repay its
           $1,750 million bridge facility incurred in connection with RCI's
           acquisition of RWCI Restricted Voting Shares from AT&T Wireless.

     In reaching its determination, the Independent Committee also considered
and evaluated, among other things: (a) information concerning the business,
operations, property, assets, financial condition, operating results and
prospects of the Corporation and RCI; (b) current industry, economic and market
conditions and trends and its informed expectations as to the prospects for the
wireless voice communications industry; and (c) historical market prices and
trading information with respect to the RWCI Restricted Voting Shares and the
RCI Non-Voting Shares.

     At the November 22, 2004 meeting, after considering all of these factors,
the Independent Committee concluded that the price and terms of the Offer are
fair and reasonable to Minority Shareholders and resolved to recommend that the
Board of Directors recommend that Minority Shareholders accept the Offer.
Immediately thereafter, the Independent Committee reported its conclusions and
recommendation and presented the Valuation and Fairness Opinion to the Board of
Directors.

          RECOMMENDATION OF THE BOARD OF DIRECTORS OF THE CORPORATION

     After due consideration of the report and recommendation of the Independent
Committee and the Valuation and Fairness Opinion, the Board of Directors has
determined that the Offer is fair and reasonable to Minority Shareholders and
resolved to recommend that the holders of RWCI Restricted Voting Shares tender
such shares to the Offer. The resolution to recommend acceptance of the Offer
was passed unanimously with all directors or officers of the Offerors or their
associates abstaining from voting.

                           REASONS FOR RECOMMENDATION

     In reaching its decision to recommend acceptance of the Offer, the Board of
Directors considered a number of factors, including the following:

     (a)   the report of the Independent Committee which advised the Board of
           Directors that the Independent Committee was of the opinion that the
           Offer is fair and reasonable to Minority Shareholders and recommended
           that the Board of Directors recommend that Minority Shareholders
           accept the Offer;

     (b)   the Valuation and Fairness Opinion; and

     (c)   the factors considered by the Independent Committee as described
           above.

                                        6
<PAGE>

     The discussion of the information and factors considered by the Independent
Committee and the Board of Directors and described in this Directors' Circular
is not intended to be exhaustive but is believed to include all material factors
considered by the Independent Committee and the Board of Directors. In addition,
in reaching the determination to recommend acceptance of the Offer, the
Independent Committee and the Board of Directors did not assign any relative or
specific weights to the foregoing factors which were considered, and individual
directors may have given different weights to different factors.

                   SUMMARY OF VALUATION AND FAIRNESS OPINION

     The following constitutes a summary only of the Valuation and Fairness
Opinion. The Valuation and the Fairness Opinion have been prepared and provided
solely for the use of the Independent Committee and the Board of Directors and
for inclusion in the Offer and Circular and this Directors' Circular, and may
not be used or relied upon by any other person without the express prior written
consent of BMO Nesbitt Burns. BMO Nesbitt Burns believes that its analyses must
be considered as a whole. Selecting portions of its analyses or the factors
considered by BMO Nesbitt Burns, without considering all factors and analyses
together, could create a misleading view of the process underlying the Valuation
and the Fairness Opinion. The preparation of a valuation is a complex process
and is not necessarily susceptible to partial analysis or summary description.
Any attempt to do so could lead to undue emphasis on any particular factor or
analysis. The following summary is qualified in its entirety by the full text of
the Valuation and Fairness Opinion which is appended hereto as Schedule "A".

     BMO Nesbitt Burns was retained by the Independent Committee to prepare and
deliver a formal valuation of the RWCI Restricted Voting Shares in accordance
with the requirements of Rule 61-501, Policy Q-27 (collectively, the "Rules"),
and the Shareholder Protection Agreement, to prepare a valuation of the RCI
Non-Voting Shares in accordance with the Shareholder Protection Agreement and to
provide its opinion as to the fairness, from a financial point of view, of the
consideration offered under the Offer to Minority Shareholders.

     On November 9, 2004, BMO Nesbitt Burns delivered to the Independent
Committee a preliminary "en bloc" value range of $46.00 to $54.00 per share for
the RWCI Restricted Voting Shares. On November 22, 2004, having completed its
updating diligence and internal review and approval processes, BMO Nesbitt Burns
met with the Independent Committee and confirmed and delivered its final
Valuation and Fairness Opinion setting forth, its formal valuation range of
$46.00 to $54.00 per share for the RWCI Restricted Voting Shares and opined that
the consideration offered under the Offer is fair, from a financial point of
view, to the Minority Shareholders.

     In the preparation of its formal valuation, BMO Nesbitt Burns performed due
diligence on the Corporation and RCI, conducted discussions with senior
financial management of the Corporation, and relied upon information and
forecasts supplied by the Corporation as well as publicly available financial
information, all as detailed in the Valuation.

     The fair market value of the RWCI Restricted Voting Shares was analyzed on
a going concern basis, which included the acquisition of Microcell
Telecommunications, Inc., and on an "en bloc" basis in accordance with the
Rules.

     For the purposes of determining the value of the RWCI Restricted Voting
Shares, BMO Nesbitt Burns relied on three methodologies:

     -  the discounted cash flow ("DCF") approach;

     -  the comparable trading approach; and

     -  the precedent transaction approach.

     The following is a summary of the range of fair market values of the RWCI
Restricted Voting Shares resulting from the DCF approach, the comparable trading
approach, and the precedent transaction approach:

<Table>
<Caption>
                                                              EQUITY VALUE PER
                                                                 RWCI SHARE
                                                              ----------------
                                                               LOW       HIGH
                                                              ------    ------
<S>                                                           <C>       <C>
Discounted cash flow approach...............................  $47.18    $56.46
Comparable trading approach (2005E & 2006E average).........  $41.63    $52.58
Precedent transaction approach..............................  $39.08    $48.90
</Table>

                                        7
<PAGE>

     In arriving at its opinion as to the fair market value of the RWCI
Restricted Voting Shares, BMO Nesbitt Burns, for the reasons set forth in the
Valuation and Fairness Opinion, attributed the greatest weight to the DCF
approach and the least weight to the precedent transaction approach. BMO Nesbitt
Burns concluded that no material additional synergy value should be assigned to
the RWCI Restricted Voting Shares.

     In considering the value of the RCI Non-Voting Shares being offered as
consideration under the Offer for the purposes of the Fairness Opinion and the
Valuation of the RCI Non-Voting Shares in accordance with the Shareholder
Protection Agreement, BMO Nesbitt Burns relied upon the market trading approach.
The market trading approach was deemed by BMO Nesbitt Burns to be an appropriate
basis for valuing the consideration offered to Minority Shareholders under the
Offer after considering several factors, all as detailed in the Valuation. BMO
Nesbitt Burns considered the following range of recent trading levels for the
RCI Non-Voting Shares:

<Table>
<Caption>
                                                        RCI NON-VOTING SHARES         IMPLIED
                                                           TRADE WEIGHTED            VALUE OF
PERIOD ENDING NOVEMBER 19, 2004                            SHARE PRICE (1)       CONSIDERATION (2)
- -------------------------------                         ---------------------    -----------------
<S>                                                     <C>                      <C>
1 Day.................................................         $29.11                 $50.94
10 Days...............................................         $29.01                 $50.76
20 Days...............................................         $28.68                 $50.19
30 Days...............................................         $28.33                 $49.58
</Table>

- ---------------

(1) Highest price traded in last 10 trading days was $30.37.

(2) Based on 1.75 RCI Non-Voting Shares per RWCI Restricted Voting Share.

     Based on its market trading analysis, BMO Nesbitt Burns determined a value
range for the RCI Non-Voting Shares of $28.00 to $30.00 per share.

     Minority Shareholders accepting the Offer will receive 1.75 RCI Non-Voting
shares for each RWCI Restricted Voting Share, representing $49.00 to $52.50
based on the foregoing value range for the RCI Non-Voting Shares, which is
within the value range in the Valuation.

     Based upon and subject to the matters described in the Fairness Opinion,
BMO Nesbitt Burns concluded that, as of November 22, 2004, the consideration
offered under the Offer is fair, from a financial point of view, to the Minority
Shareholders.

                   OWNERSHIP OF SECURITIES OF THE CORPORATION
                  BY DIRECTORS AND OFFICERS OF THE CORPORATION

     The following table sets forth the names and positions of all the directors
and senior officers of the Corporation and the number, designation and
percentage of outstanding securities of the Corporation beneficially owned,
directly or indirectly, or over which control or direction is exercised by each
such director and senior officer of the Corporation and, to the knowledge of the
directors and senior officers of the Corporation, after reasonable enquiry, by
their respective associates:

<Table>
<Caption>
                                                   NUMBER OF                        NUMBER OF RWCI
                                                CLASS A MULTIPLE                   RESTRICTED VOTING
                                                 VOTING SHARES     PERCENTAGE OF    SHARES OWNED OR    PERCENTAGE OF
                                                 OWNED OR OVER      OUTSTANDING       OVER WHICH        OUTSTANDING
                                                 WHICH CONTROL        CLASS A         CONTROL OR           RWCI
                                                OR DIRECTION IS      MULTIPLE        DIRECTION IS       RESTRICTED
NAME                    POSITION(S) HELD           EXERCISED       VOTING SHARES       EXERCISED       VOTING SHARES
- ----                    ----------------        ----------------   -------------   -----------------   -------------
<S>                     <C>                     <C>                <C>             <C>                 <C>
Robert F. Berner......  Executive Vice                    Nil           Nil                  Nil                Nil
                        President and Chief
                        Technology Officer
Robert W. Bruce.......  Executive Vice                    Nil           Nil                  Nil                Nil
                        President, Chief
                        Marketing Officer,
                        President, Wireless
                        Service
Bruce Burgetz.........  Senior Vice President             Nil           Nil                2,000       less than 1%
                        and Chief Information
                        Officer
</Table>

                                        8
<PAGE>

<Table>
<Caption>
                                                   NUMBER OF                        NUMBER OF RWCI
                                                CLASS A MULTIPLE                   RESTRICTED VOTING
                                                 VOTING SHARES     PERCENTAGE OF    SHARES OWNED OR    PERCENTAGE OF
                                                 OWNED OR OVER      OUTSTANDING       OVER WHICH        OUTSTANDING
                                                 WHICH CONTROL        CLASS A         CONTROL OR           RWCI
                                                OR DIRECTION IS      MULTIPLE        DIRECTION IS       RESTRICTED
NAME                    POSITION(S) HELD           EXERCISED       VOTING SHARES       EXERCISED       VOTING SHARES
- ----                    ----------------        ----------------   -------------   -----------------   -------------
<S>                     <C>                     <C>                <C>             <C>                 <C>
Joseph B. Chesham.....  President, Ontario                Nil           Nil                  Nil                Nil
                        Region
M. Lorraine Daly......  Vice President,                   Nil           Nil                  Nil                Nil
                        Treasurer
H. Garfield Emerson,
  Q.C., ICD.D.........  Director and Deputy               Nil           Nil                1,000       less than 1%
                        Chairman
George A.
  Fierheller..........  Director and Honorary             Nil           Nil                2,000       less than 1%
                        Chairman
John R. Gossling,
  CA..................  Senior Vice President             Nil           Nil                  Nil                Nil
                        and Chief Financial
                        Officer
Ann T. Graham.........  Director                          Nil           Nil                  Nil                Nil
James C. Grant........  Director                          Nil           Nil                5,000       less than 1%
Alan D. Horn, CA......  Vice President                    Nil           Nil                  Nil                Nil
Thomas I. Hull........  Director                          Nil           Nil                1,000       less than 1%
Jean Laporte..........  President, Eastern                Nil           Nil                  Nil                Nil
                        Region
Darryl E. Levy........  President, Western                Nil           Nil                  Nil                Nil
                        Region
James S. Lovie........  Executive Vice                    Nil           Nil                  Nil                Nil
                        President Sales,
                        Service and
                        Distribution
Donna McNicol.........  Vice President, Human             Nil           Nil                  Nil                Nil
                        Resources
David P. Miller.......  Vice President,                   Nil           Nil                  Nil                Nil
                        General Counsel and
                        Secretary
Graeme H. McPhail.....  Vice President and                Nil           Nil                  Nil                Nil
                        Associate General
                        Counsel
Nadir H. Mohamed, CA..  Director and President            Nil           Nil                  Nil                Nil
                        and Executive Officer
Pierre L.
  Morrissette.........  Director                          Nil           Nil                1,000       less than 1%
The Hon. David R.
  Peterson, P.C.,
  Q.C.................  Director                          Nil           Nil                2,000       less than 1%
Edward S. Rogers, O.C.
  (1).................  Director and Chairman      62,820,371          100%           64,911,816              80.7%
Loretta A. Rogers.....  Director                          Nil           Nil                7,000       less than 1%
Martha L. Rogers......  Director                          Nil           Nil                1,000       less than 1%
Arnold J. Stephens....  Senior Vice-President,            Nil           Nil                  455       less than 1%
                        Customer Process
                        Improvement
J. Christopher C.
  Wansbrough..........  Director                          Nil           Nil                2,000       less than 1%
</Table>

- ---------------

(1)  Through RCI, Edward S. Rogers, O.C. owns or exercises control or direction
     over 62,820,371 RWCI Class A Shares, representing 100% of the outstanding
     RWCI Class A Shares, and 64,911,816 RWCI Restricted Voting Shares
     representing 80.7% of the issued and outstanding RWCI Restricted Voting
     Shares.

                                        9
<PAGE>

     The following directors and officers of the Corporation hold options
pursuant to RWCI Stock Option Plans to purchase the shares indicated beside his
or her name:

<Table>
<Caption>
                                                              UNEXERCISED OPTIONS TO PURCHASE
                                                               RWCI RESTRICTED VOTING SHARES
NAME                                                            (EXERCISABLE/UNEXERCISABLE)
- ----                                                          -------------------------------
<S>                                                           <C>
Robert F. Berner............................................           29,275/42,850
Robert W. Bruce.............................................            5,700/44,100
Bruce Burgetz...............................................           21,750/62,250
Joseph B. Chesham...........................................            4,900/28,525
H. Garfield Emerson, Q.C., ICD.D............................            18,200/4,200
George A. Fierheller........................................            14,700/4,200
John R. Gossling, CA........................................            4,925/38,100
James C. Grant..............................................            11,200/4,200
Thomas I. Hull..............................................            15,000/4,200
Jean Laporte................................................            2,900/46,200
Darryl E. Levy..............................................           15,525/44,625
James S. Lovie..............................................            5,500/42,000
Donna McNicol...............................................            5,200/17,225
Nadir H. Mohamed, CA........................................          359,675/74,850
Pierre L. Morrissette.......................................            18,200/4,200
The Hon. David R. Peterson, P.C., Q.C.......................            16,400/4,200
Loretta A. Rogers...........................................            16,400/1,200
Arnold J. Stephens..........................................           13,300/50,500
J. Christopher C. Wansbrough................................               400/1,200
</Table>

               PRINCIPAL HOLDERS OF SECURITIES OF THE CORPORATION

     To the knowledge of the directors and officers of the Corporation after
reasonable enquiry, the following table sets forth the persons and companies who
hold more than 10% of any class of equity securities of the Corporation and the
number, designation and percentage of outstanding securities of any class of
securities of the Corporation beneficially owned, directly or indirectly, or
over which control or direction is exercised by each such person or company. To
the knowledge of the directors and officers of the Corporation, after reasonable
enquiry, no person or company acting jointly or in concert with the Corporation
beneficially owns, directly or indirectly, or exercises control or direction
over any shares of RWCI.

<Table>
<Caption>
                                  NUMBER OF CLASS A        PERCENTAGE OF         NUMBER OF RWCI        PERCENTAGE OF
                               MULTIPLE VOTING SHARES       OUTSTANDING        RESTRICTED VOTING        OUTSTANDING
                                 OWNED OR OVER WHICH          CLASS A         SHARES OWNED OR OVER         RWCI
                               CONTROL OR DIRECTION IS    MULTIPLE VOTING       WHICH CONTROL OR        RESTRICTED
NAME                                  EXERCISED               SHARES         DIRECTION IS EXERCISED    VOTING SHARES
- ----                           -----------------------    ---------------    ----------------------    -------------
<S>                            <C>                        <C>                <C>                       <C>
Rogers Communications Inc.
  (1)........................        62,820,371                 100%               64,911,816              80.7%
</Table>

- ---------------

(1)  See table under "Ownership of Securities of the Corporation By Directors
     and Officers of the Corporation" for share position of Edward S. Rogers
     O.C.

      ACCEPTANCE OF THE OFFER BY DIRECTORS AND OFFICERS OF THE CORPORATION

     Each of the directors and senior officers of the Corporation has indicated
an intention to accept the Offer in respect of any RWCI Restricted Voting Shares
that are owned by such person or over which such person exercises control or
direction. The Corporation understands that RCI intends, subject to regulatory
approval, to offer holders of options to acquire RWCI Restricted Voting Shares
the opportunity to exchange them for options to acquire RCI Non-Voting Shares.
It is expected that holders of unexercisable options will exchange them for RCI
options.

                                        10
<PAGE>

                  RECENT TRADING IN SHARES OF THE CORPORATION

     Except as set forth below, none of the Corporation or any of its directors
or senior officers or, to the knowledge of the directors and officers of the
Corporation, after reasonable enquiry, any associate of any director or officer
of the Corporation, or any person or company holding more than 10% of a class of
equity securities of the Corporation or any person or company acting jointly or
in concert with the Corporation, has traded in securities of the Corporation
during the six months preceding the date of the Directors' Circular.

<Table>
<Caption>
                                                                                   NUMBER OF
                                                                                   SECURITIES
                                                                                ACQUISITION (+)/   PRICE PER
NAME                               TRADE DATE         TYPE OF SECURITY          DISPOSITION (-)      SHARE
- ----                               ----------         ----------------          ----------------   ---------
<S>                                <C>                <C>                       <C>                <C>
Robert F. Berner.................  July 22, 2004      RWCI Restricted Voting*          +7,500      $11.8200
                                   July 22, 2004      RWCI Restricted Voting*         +13,725      $16.4200
                                   July 22, 2004      RWCI Restricted Voting*          +6,500      $15.6100
                                   July 22, 2004      RWCI Restricted Voting*          +3,125      $28.7500
                                   July 22, 2004      RWCI Restricted Voting          -30,850      $38.2549
                                   July 30, 2004      RWCI Restricted Voting*          +6,200      $20.7400
                                   July 30, 2004      RWCI Restricted Voting           -6,200      $39.0000
                                   August 3, 2004     RWCI Restricted Voting*          +7,975      $20.7400
                                   August 3, 2004     RWCI Restricted Voting           -7,975      $39.2500
Robert W. Bruce..................  June 10, 2004      RWCI Restricted Voting*          +9,000      $16.8800
                                   June 10, 2004      RWCI Restricted Voting           -9,000      $35.0000
Bruce Burgetz....................  July 22, 2004      RWCI Restricted Voting*         +25,000      $18.1500
                                   July 22, 2004      RWCI Restricted Voting          -25,000      $38.2549
Joseph B. Chesham................  August 4, 2004     RWCI Restricted Voting*          +4,125      $16.8800
                                   August 4, 2004     RWCI Restricted Voting           -1,525      $39.7500
                                   August 4, 2004     RWCI Restricted Voting           -2,200      $39.7600
                                   August 4, 2004     RWCI Restricted Voting             -100      $39.7700
                                   August 4, 2004     RWCI Restricted Voting             -300      $39.7800
H. Garfield Emerson, Q.C.,
  ICD.D..........................  June 17, 2004      RWCI Restricted Voting*          +4,000      $32.7500
                                   June 17, 2004      RWCI Restricted Voting           -3,900      $35.0000
                                   June 17, 2004      RWCI Restricted Voting             -100      $35.0500
John R. Gossling, CA.............  July 22, 2004      RWCI Restricted Voting*          +7,775      $16.8800
                                   July 22, 2004      RWCI Restricted Voting           -7,775      $38.2500
Thomas I. Hull...................  June 22, 2004      RWCI Restricted Voting*          +6,000      $32.7500
                                   June 22, 2004      RWCI Restricted Voting             -600      $35.5200
                                   June 22, 2004      RWCI Restricted Voting           -2,500      $35.4700
                                   June 22, 2004      RWCI Restricted Voting           -2,900      $35.3000
Jean Laporte.....................  May 25, 2004       RWCI Restricted Voting             -200      $35.0000
                                   June 30, 2004      RWCI Restricted Voting             -500      $35.8500
James S. Lovie...................  June 24, 2004      RWCI Restricted Voting*          +8,500      $16.8800
                                   June 24, 2004      RWCI Restricted Voting             -100      $35.6100
                                   June 24, 2004      RWCI Restricted Voting           -8,400      $35.6000
Donna McNicol....................  June 30, 2004      RWCI Restricted Voting*          +1,900      $16.8800
                                   June 30, 2004      RWCI Restricted Voting           -1,900      $35.8547
Nadir H. Mohamed, CA.............  July 22, 2004      RWCI Restricted Voting*         +15,275      $16.8800
                                   July 22, 2004      RWCI Restricted Voting          -15,275      $38.2549
Pierre L. Morrissette............  June 24, 2004      RWCI Restricted Voting*          +6,000      $32.7500
                                   June 24, 2004      RWCI Restricted Voting           -5,900      $35.6000
                                   June 24, 2004      RWCI Restricted Voting             -100      $35.6100
</Table>

                                        11
<PAGE>

<Table>
<Caption>
                                                                                   NUMBER OF
                                                                                   SECURITIES
                                                                                ACQUISITION (+)/   PRICE PER
NAME                               TRADE DATE         TYPE OF SECURITY          DISPOSITION (-)      SHARE
- ----                               ----------         ----------------          ----------------   ---------
<S>                                <C>                <C>                       <C>                <C>
The Hon. David R. Peterson, P.C.,
  Q.C............................  June 10, 2004      RWCI Restricted Voting*          +1,800      $28.4100
                                   June 10, 2004      RWCI Restricted Voting           -1,800      $35.0000
                                   June 18, 2004      RWCI Restricted Voting*          +6,000      $32.7500
                                   June 18, 2004      RWCI Restricted Voting           -1,500      $34.9300
                                   June 18, 2004      RWCI Restricted Voting             -400      $34.9400
                                   June 18, 2004      RWCI Restricted Voting             -100      $34.9800
                                   June 18, 2004      RWCI Restricted Voting           -3,500      $35.0000
                                   June 18, 2004      RWCI Restricted Voting             -500      $35.1000
Rogers Communications Inc........  October 13, 2004   RWCI Restricted Voting      +48,594,172      $36.3700
Loretta A. Rogers................  June 25, 2004      RWCI Restricted Voting*          +6,000      $32.7500
Arnold J. Stephens...............  October 28, 2004   RWCI Restricted Voting*         +25,000      $20.7400
                                   October 28, 2004   RWCI Restricted Voting*          +5,200      $16.8800
                                   October 28, 2004   RWCI Restricted Voting          -30,200      $45.2609
</Table>

- ---------------

NOTE: * denotes exercise of options.

                              ISSUANCES OF SHARES

     No RWCI Restricted Voting Shares (or securities convertible into RWCI
Restricted Voting Shares) have been issued to the directors or senior officers
of the Corporation during the two years preceding the date of the Directors'
Circular except as set out below:

<Table>
<Caption>
                                                                                  NUMBER OF
NAME                                      DATE           NATURE OF TRANSACTION    SECURITIES    PRICE ($)
- ----                                      ----           ---------------------    ----------    ---------
<S>                                 <C>                  <C>                      <C>           <C>
Robert F. Berner..................  May 7, 2003          Option Grant               20,500       16.8800
                                    November 12, 2003    Option Grant               17,400       25.9600
                                    July 22, 2004        Option Exercise             7,500       11.8200
                                    July 22, 2004        Option Exercise            13,725       16.4200
                                    July 22, 2004        Option Exercise             6,500       15.6100
                                    July 22, 2004        Option Exercise             3,125       28.7500
                                    July 30, 2004        Option Exercise             6,200       20.7400
                                    August 3, 2004       Option Exercise             7,975       20.7400
Robert W. Bruce...................  May 6, 2003          Option Grant               36,000       16.8800
                                    November 12, 2003    Option Grant               22,800       25.9600
                                    June 10, 2004        Option Exercise             9,000       16.8800
Bruce Burgetz.....................  November 20, 2002    Option Grant               25,000       12.2400
                                    November 12, 2003    Option Grant               12,000       25.9600
                                    July 22, 2004        Option Exercise            25,000       18.1500
Joseph B. Chesham.................  November 12, 2003    Option Grant               11,600       25.9600
                                    February 17, 2004    Option Exercise             5,000       22.0600
                                    February 17, 2004    Option Exercise             7,350       20.7400
                                    February 17, 2004    Option Exercise             1,500       16.4200
                                    August 4, 2004       Option Exercise             4,125       16.8800
H. Garfield Emerson, Q.C.,
  ICD.D...........................  November 12, 2003    Option Grant                1,600       25.9600
                                    June 17, 2004        Option Exercise             4,000       32.7500
George A. Fierheller..............  April 22, 2003       Option Grant                2,400       16.8800
John R. Gossling..................  May 6, 2003          Option Grant               31,100       16.8800
                                    November 12, 2003    Option Grant               19,700       25.9600
                                    July 22, 2004        Option Exercise             7,775       16.8800
</Table>

                                        12
<PAGE>

<Table>
<Caption>
                                                                                  NUMBER OF
NAME                                      DATE           NATURE OF TRANSACTION    SECURITIES    PRICE ($)
- ----                                      ----           ---------------------    ----------    ---------
<S>                                 <C>                  <C>                      <C>           <C>
James C. Grant....................  April 22, 2003       Option Grant                2,400       16.8800
                                    November 12, 2003    Option Grant                1,600       25.9600
Thomas I. Hull....................  April 22, 2003       Option Grant                2,400       16.8800
                                    November 12, 2003    Option Grant                1,600       20.8400
                                    June 22, 2004        Option Exercise             6,000       32.7500
Jean Laporte......................  November 12, 2003    Option Grant               11,600       25.9600
                                    November 20, 2003    Option Exercise            12,000       12.2400
Darryl E. Levy....................  April 22, 2003       Option Grant               18,900       16.8800
                                    November 13, 2003    Option Grant               12,000       25.9600
                                    February 13, 2004    Option Exercise             8,950        22.060
                                    February 13, 2004    Option Exercise            37,500       20.7400
                                    February 13, 2004    Option Exercise             6,244       16.4200
James S. Lovie....................  April 22, 2003       Option Grant               34,300       16.8800
                                    November 12, 2003    Option Grant               21,700       25.9600
                                    June 24, 2004        Option Exercise             8,500       16.8800
Donna McNicol.....................  November 12, 2003    Option Grant                4,800       25.9600
                                    February 6, 2004     Option Exercise             5,400       22.0600
                                    February 6, 2004     Option Exercise             7,575       20.7400
                                    February 6, 2004     Option Exercise             1,875       16.4200
                                    February 6, 2004     Option Exercise             1,000       15.6100
                                    June 30, 2004        Option Exercise             1,900       16.8800
Nadir H. Mohamed, CA..............  May 6, 2003          Option Grant               61,100       16.8800
                                    November 12, 2003    Option Grant               38,700       25.9600
                                    July 22, 2004        Option Exercise            15,275       16.8800
Pierre L. Morrissette.............  November 12, 2003    Option Grant                1,600       25.9600
                                    June 24, 2004        Option Exercise             6,000       32.7500
The Hon. David R. Peterson, P.C.,
  Q.C.............................  April 22, 2003       Option Grant                2,400       16.8800
                                    November 12, 2003    Option Grant                1,600       25.9600
                                    June 10, 2004        Option Exercise             1,800       28.4100
                                    June 18, 2004        Option Exercise             6,000       32.7500
Loretta A. Rogers.................  November 12, 2003    Option Grant                1,600       25.9600
                                    June 25, 2004        Option Exercise             6,000       32.7500
Arnold J. Stephens................  November 12, 2003    Option Grant               13,200       25.9600
                                    February 6, 2004     Option Exercise            10,000       20.7400
                                    February 17, 2004    Option Exercise            20,000       20.7400
                                    October 28, 2004     Option Exercise            25,000       20.7400
                                    October 28, 2004     Option Exercise             5,200       16.8800
J. Christopher C. Wansbrough......  November 12, 2003    Option Grant                1,600       25.9600
</Table>

                      OWNERSHIP OF SECURITIES OF OFFERORS

     None of the Corporation, any of its directors or senior officers or, to the
knowledge of the directors and officers of the Corporation, after reasonable
enquiry, any associate of a director or senior officer of the Corporation, any
person or company holding more than 10% of any class of equity securities of the
Corporation or any person or company acting jointly or in concert with the
Corporation, beneficially owns, directly or indirectly, or exercises control or
direction over any outstanding securities of any class of securities of either
of the Offerors except:

                                        13
<PAGE>

<Table>
<Caption>
                                                        NUMBER OF
                         NUMBER OF                         RCI
                          CLASS A                       NON-VOTING
                       VOTING SHARES                      SHARES                          NUMBER OF
                         OWNED OR                        OWNED OR     PERCENTAGE OF    PREFERRED SHARES
                        OVER WHICH     PERCENTAGE OF    OVER WHICH     OUTSTANDING      OWNED OR OVER     PERCENTAGE OF
                        CONTROL OR      OUTSTANDING     CONTROL OR         RCI          WHICH CONTROL      OUTSTANDING
                       DIRECTION IS       CLASS A      DIRECTION IS     NON-VOTING     OR DIRECTION IS      PREFERRED
NAME                     EXERCISED     VOTING SHARES    EXERCISED         SHARES          EXERCISED          SHARES
- ----                   -------------   -------------   ------------   --------------   ----------------   -------------
<S>                    <C>             <C>             <C>            <C>              <C>                <C>
Robert F. Berner.....          Nil              Nil         16,322     less than 1%          Nil               Nil
M. Lorraine Daly.....          Nil              Nil          5,813     less than 1%          Nil               Nil
H. Garfield Emerson,
  Q.C. ICD.D.........          Nil              Nil          3,265     less than 1%          Nil               Nil
Ann T. Graham........          Nil              Nil            390     less than 1%          Nil               Nil
Alan D. Horn, CA.....          Nil              Nil         32,623     less than 1%          Nil               Nil
Thomas I. Hull.......      254,200     less than 1%          9,800     less than 1%          Nil               Nil
David P. Miller......          Nil              Nil          3,955     less than 1%          Nil               Nil
David R. Peterson,
  P.C., Q.C..........          Nil              Nil          1,000     less than 1%          Nil               Nil
Edward S. Rogers,
  O.C. (1)...........   51,116,099            90.9%     18,626,225            10.4%          Nil               Nil
Loretta A. Rogers....        1,000     less than 1%         34,265     less than 1%          Nil               Nil
</Table>

- ---------------

(1)  Mr. Rogers beneficially owns or controls 51,116,099 Class A Voting Shares,
     representing approximately 90.9% of the issued and outstanding Class A
     Non-Voting Shares and beneficially owns or controls 18,626,225 RCI
     Non-Voting Shares representing approximately 10.4% of the issued and
     outstanding RCI Non-Voting Shares.

                         RELATIONSHIPS BETWEEN OFFERORS
                 AND DIRECTORS AND OFFICERS OF THE CORPORATION

     No arrangements or agreements (including any arrangements or agreements as
to any payment or other benefit to be made or given by way of compensation for
loss of office or as to the directors or officers of the Corporation remaining
in or retiring from office if the Offer is successful) have been made or are
proposed to be made between the Offerors and any of the directors or senior
officers of the Corporation as a consequence of the Offer.

     The following directors and senior officers of the Corporation are also
directors or senior officers of RCI:

<Table>
<S>                                      <C>
M. Lorraine Daly                         Nadir H. Mohamed, CA
H. Garfield Emerson, Q.C., ICD.D.        The Hon. David R. Peterson, P.C., Q.C.
Alan D. Horn, CA                         Edward S. Rogers, O.C.
Thomas I. Hull                           Loretta A. Rogers
Graeme H. McPhail                        J. Christopher C. Wansborough
David P. Miller
</Table>

      RELATIONSHIPS BETWEEN THE CORPORATION AND ITS DIRECTORS AND OFFICERS

     No arrangements or agreements (including any arrangements or agreements as
to any payment or other benefit to be made or given by way of compensation for
loss of office or as to the directors or officers of the Corporation remaining
in or retiring from office if the Offer is successful) have been made or are
proposed to be made between the Corporation and any of its directors or senior
officers as a consequence of the Offer.

               INTEREST OF CERTAIN PERSONS IN MATERIAL CONTRACTS

     None of the directors or senior officers of the Corporation nor their
respective associates or, to the knowledge of the directors and senior officers
of the Corporation, after reasonable enquiry, any person or company who owns
more than 10% of any class of equity securities of the Corporation (other than
RCI) has any interest in any material contract to which either of the Offerors
is a party.

                                        14
<PAGE>

               MATERIAL CHANGES IN THE AFFAIRS OF THE CORPORATION

     Except as otherwise described in the Offer and Circular or this Directors'
Circular, none of the directors or senior officers of the Corporation is aware
of any information that indicates any material change in the affairs or
prospects of the Corporation since the date of its last published financial
statements, being its interim unaudited financial statements for the 9 months
ended September 30, 2004.

                          RESPONSE OF THE CORPORATION

     There is no transaction, board resolution, agreement in principle or signed
contract of the Corporation, other than as described in the Offer and Circular
or this Directors' Circular, which has occurred in response to the Offer. No
negotiations are underway in response to the Offer which relate to or would
result in (i) an extraordinary transaction such as a merger or reorganization
involving the Corporation or a subsidiary; (ii) the purchase, sale or transfer
of a material amount of assets by the Corporation or a subsidiary; (iii) an
issuer bid or other acquisition of securities by the Corporation; or (iv) any
material change in the capitalization or dividend policy of the Corporation.

                               OTHER INFORMATION

     Except as otherwise described or referred to in the Offer and Circular,
this Directors' Circular, or otherwise publicly disclosed, no other information
is known to the directors or senior officers of the Corporation that would
reasonably be expected to affect the decision of the holders RWCI Restricted
Voting Shares to accept or reject the Offer.

                     STATUTORY RIGHT OF ACTION FOR DAMAGES

     Securities legislation in certain of the provinces and territories of
Canada provides shareholders of the Corporation with, in addition to any other
rights they may have at law, a right of action for damages if there is a
misrepresentation in a circular or notice that is required to be delivered to
them. However, such rights must be exercised within prescribed time limits.
Shareholders should refer to the applicable provisions of the securities
legislation of their province or territory for particulars of those rights or
consult with a legal advisor.

     Such rights are in addition to and without derogation from any other rights
such shareholder may have.

                                        15
<PAGE>

                            APPROVAL AND CERTIFICATE

DATED: November 24, 2004

     The contents of this Directors' Circular have been approved, and the
delivery thereof has been authorized, by the Board of Directors.

     The foregoing contains no untrue statement of a material fact and does not
omit to state a material fact that is required to be stated or that is necessary
to make a statement not misleading in the light of the circumstances in which it
was made. The foregoing does not contain any misrepresentation likely to affect
the value or the market price of the securities subject to the Offer.

                      On behalf of the Board of Directors

<Table>
<S>                                              <C>
            (Signed) JAMES C. GRANT                       (Signed) GEORGE A. FIERHELLER
                    Director                                         Director
</Table>

                                        16
<PAGE>

                                    CONSENT

To: The Board of Directors of
  Rogers Wireless Communications Inc.

     We hereby consent to the reference to the valuation and fairness opinion of
our firm and the inclusion of the text of our valuation and fairness opinion
dated November 22, 2004, in the Directors' Circular of Rogers Wireless
Communications Inc.

                                                 (Signed) BMO Nesbitt Burns Inc.

Toronto, Ontario

                                        17
<PAGE>

                                  SCHEDULE "A"

                         VALUATION AND FAIRNESS OPINION
<PAGE>

(BMO NESBITT BURNS LOGO)                          INVESTMENT & CORPORATE BANKING
                                                  1 First Canadian Place
                                                  4th Floor, P.O. Box 150
                                                  Toronto, ON M5X 1H3
                                                  Tel.: (416) 359-4001



November 22, 2004


The Independent Committee of the Board of Directors
Rogers Wireless Communications Inc.
One Mount Pleasant Road
Toronto, Ontario
M4Y 2Y5


Dear Sirs:


BMO Nesbitt Burns Inc. ("BMO Nesbitt Burns") understands that Rogers
Communications Inc. ("RCI") has proposed a share exchange take-over bid for all
of the outstanding Rogers Wireless Communications Inc. (the "Corporation) Class
B Restricted Voting shares ("RWCI Restricted Voting Shares") not owned by RCI on
the basis of 1.75 RCI Class B Non-Voting shares ("RCI Non-Voting Shares") for
each RWCI Restricted Voting Share held (the "Transaction"). BMO Nesbitt Burns
also understands that RCI intends to take up and pay for any and all of the
publicly held shares that are tendered to the offer regardless of the actual
number of shares tendered, and that if a sufficient number of shares are
acquired under the offer, it is RCI's current intention that it would acquire
the remaining publicly held Corporation shares pursuant to a subsequent
compulsory acquisition or going private transaction. RCI currently owns 100% of
the Corporation's Class A Multiple Voting shares and approximately 81% of the
RWCI Restricted Voting Shares, representing an approximate 89% equity interest
and an approximate 98% voting interest in the Corporation.

BMO Nesbitt Burns further understands that further details of the Transaction
will be provided in the take-over bid circular to be mailed to the holders of
RWCI Restricted Voting Shares (the "Circular") and in the Directors' Circular of
the Corporation (the "Directors' Circular"). BMO Nesbitt Burns also understands
that the Transaction is an "Insider Bid", as such term is defined in Rule 61-501
of the Ontario Securities Commission ("Rule 61-501") and Policy Q-27 of the
Quebec Autorite des marches financiers (collectively, the "Rules"), and that the
Circular will be prepared by RCI in compliance with applicable laws,
regulations, policies and rules (including the Rules).



A member of BMO [LOGO] Financial Group
________________________________________________________________________________

                   All insurance products are offered through
                   BMO Nesbitt Burns Financial Services Inc.


                                       1
<PAGE>

BMO Nesbitt Burns understands that a committee of members of the Board of
Directors of the Corporation (the "Board"), who are independent of RCI and its
principals (the "Independent Committee"), has been constituted to supervise the
preparation of a formal valuation and to report to the Board with its
recommendations in respect of the Transaction.

The Independent Committee has retained BMO Nesbitt Burns to prepare and deliver
to the Independent Committee a formal valuation (the "Formal Valuation") of the
RWCI Restricted Voting Shares in accordance with the requirements of the Rules
and the Minority Shareholder Protection Agreement (the "MSPA") dated August 7,
1991 entered into by RCI and the Corporation, and to provide its opinion (the
"Fairness Opinion") as to the fairness, from a financial point of view, of the
consideration offered under the Transaction to the holders of RWCI Restricted
Voting Shares other than RCI (the "Minority Shareholders").


ENGAGEMENT OF BMO NESBITT BURNS

The Independent Committee first contacted BMO Nesbitt Burns on September 30,
2004 regarding a potential advisory assignment in connection with a possible
transaction involving a formal valuation of the Corporation. BMO Nesbitt Burns
was formally retained by the Independent Committee to prepare, if requested, an
independent formal valuation in respect of such possible transaction, which at
the time was contemplated to be a possible substantial issuer bid by the
Corporation, pursuant to a letter agreement dated October 19, 2004 (the
"Original Engagement Agreement"). On November 11, 2004 an amending letter dated
November 10, 2004 amending the Original Engagement Agreement to reflect the
Transaction (the Original Engagement Letter, as so amended, being the
"Engagement Agreement") was executed. The terms of the Engagement Agreement
provide that BMO Nesbitt Burns is to be paid a total fee of $1,300,000 for the
services to be rendered thereunder. In addition, BMO Nesbitt Burns is to be
reimbursed for its reasonable out-of-pocket expenses, including fees paid to its
legal counsel in respect of advice rendered to BMO Nesbitt Burns in carrying out
its obligations under the Engagement Agreement, and is to be indemnified by the
Corporation in certain circumstances. No part of BMO Nesbitt Burns' fee is
contingent upon the outcome of the Transaction or any other transaction.

On October 25, 2004, BMO Nesbitt Burns met with the Independent Committee to
present BMO Nesbitt Burns' update on the process with respect to the assessment
of the value of the RWCI Restricted Voting Shares. On November 1, 2004, BMO
Nesbitt Burns provided the Independent Committee with a further update on the
status of the valuation work, advising the Independent Committee that BMO
Nesbitt Burns had completed a series of meetings with the Corporation's senior
management ("Management") and had received access to all required information.
After further due diligence and analysis, BMO Nesbitt Burns met again with the
Independent Committee on November 9, 2004 to review its subsequent work and
orally communicated BMO Nesbitt Burns' preliminary view that the value of the
RWCI Restricted Voting Shares was in a range of $46.00 to $54.00 per share. BMO
Nesbitt Burns submitted


                                       2
<PAGE>

to the Independent Committee a written valuation presentation on November 11,
2004. On November 11, 2004, RCI publicly announced that it had proposed the
Transaction. On November 16, 2004 BMO Nesbitt Burns conducted a due diligence
question and answer session with senior officers of RCI. On November 18, 2004,
BMO Nesbitt Burns met with the Independent Committee and reviewed the
consideration offered under the Transaction, confirmed the preliminary valuation
range of the RWCI Restricted Voting Shares and preliminarily confirmed that the
proposed share exchange ratio was fair from a financial point of view, all
subject to completion of due diligence. On November 22, 2004, having completed
its updating diligence and internal review and approval processes, BMO Nesbitt
Burns met with the Independent Committee and reconfirmed, and delivered its
final valuation report setting forth, its formal valuation range of $46.00 to
$54.00 per share for the RWCI Restricted Voting Shares and opined that the
consideration offered under the Transaction is fair, from a financial point of
view, to the Minority Shareholders.


CREDENTIALS OF BMO NESBITT BURNS

BMO Nesbitt Burns is one of Canada's largest investment banking firms, with
operations in all facets of corporate and government finance, mergers and
acquisitions, equity and fixed income sales and trading, investment research and
investment management. BMO Nesbitt Burns has been a financial advisor in a
significant number of transactions throughout North America involving public
companies in various industry sectors and has extensive experience in preparing
valuations and fairness opinions.

The Formal Valuation and the Fairness Opinion as of November 22, 2004 expressed
herein represent the opinions of BMO Nesbitt Burns and the form and content
hereof have been approved by a group of BMO Nesbitt Burns' directors and
officers, each of whom is experienced in mergers and acquisitions, divestitures,
valuations and fairness opinions.


INDEPENDENCE OF BMO NESBITT BURNS

BMO Nesbitt Burns acts as a trader and dealer, both as principal and agent, in
major financial markets and, as such, may have had, and may in the future have,
positions in the securities of the Corporation, Microcell Communications Inc.
("Microcell"), RCI or their respective associates or affiliates and, from time
to time, may have executed, or may execute, transactions on behalf of such
companies or clients for which it received or may receive compensation. As an
investment dealer, BMO Nesbitt Burns conducts research on securities and may, in
the ordinary course of its business, provide research reports and investment
advice to its clients on investment matters, including with respect to the
Corporation, RCI or their respective associates or affiliates or the
Transaction.

In addition, in the ordinary course of its business, BMO Nesbitt Burns or its
controlling shareholder, Bank of Montreal (the "Bank") or any of their
affiliated entities may have extended or may extend loans, or may have provided
or may provide other financial services, to the Corporation, Microcell, RCI or
their respective associates or affiliates. Except as


                                       3
<PAGE>

expressed herein, there are no understandings, agreements or commitments between
BMO Nesbitt Burns and the Corporation or RCI or any of their respective
associates or affiliates with respect to any future business dealings.

None of BMO Nesbitt Burns, the Bank or any of their affiliated entities (as such
term is defined for purposes of the Rules:

     (a)  is an associated or affiliated entity or issuer insider (as such terms
          are defined for purposes of the Rules of the Corporation or RCI or
          their respective associates or affiliates;

     (b)  is an advisor to RCI in connection with the Transaction;

     (c)  is a manager or co-manager of a soliciting dealer group formed in
          respect of the Transaction (or a member of such a group performing
          services beyond the customary soliciting dealer's functions or
          receiving more than the per security or per security holder fees
          payable to the other members of the group); or

     (d)  has a financial incentive in respect of the conclusions reached in the
          Formal Valuation or the Fairness Opinion or has a material financial
          interest in the completion of the Transaction.

There are no agreements or understandings between BMO Nesbitt Burns and any
interested parties in the Transaction concerning future business relationships.
Affiliates of BMO Nesbitt Burns have (non-lead) roles in the underwriting
syndicate for the proposed high yield debt offerings by the Corporation and its
affiliates which roles are not, to the knowledge of BMO Nesbitt Burns, related
in any manner to the engagement hereunder and do not affect BMO Nesbitt Burns'
view as to its independence as expressed above. The Corporation and the
Independent Committee have acknowledged that such roles do not affect their
assessment of BMO Nesbitt Burns' independence for purposes of this engagement.

BMO Nesbitt Burns is of the view that it is "independent" of all interested
parties in the Transaction for the purposes of the Rules.


SCOPE OF REVIEW

In connection with the Formal Valuation and the Fairness Opinion, BMO Nesbitt
Burns reviewed, considered and relied upon (without attempting to verify
independently the completeness or accuracy thereof) or carried out, among other
things, the following:

     o    November 22, 2004 drafts of the Circular and Directors' Circular;

     o    audited consolidated financial statements of the Corporation,
          Microcell and RCI for the five years ended and as at December 31,
          1999, December 31, 2000, December 31, 2001, December 31, 2002, and
          December 31, 2003;


                                       4
<PAGE>

     o    unaudited consolidated interim financial statements of the
          Corporation, Microcell and RCI for the period ended and as at March
          31, 2004, June 30, 2004 and September 30, 2004, with comparative
          figures for the period ended and as at March 31, 2003, June 30, 2003
          and September 30, 2003;

     o    management's discussion and analysis of the financial condition and
          results of the operations of the Corporation, Microcell and RCI for
          the five years ended and as at December 31, 1999, December 31, 2000,
          December 31, 2001, December 31, 2002, and December 31, 2003 and for
          the period ended March 31, 2004, June 30, 2004 and September 30, 2004;

     o    annual reports of the Corporation, Microcell and RCI for the fiscal
          years ended December 31, 1999, December 31, 2000, December 31, 2001,
          December 31, 2002, and December 31, 2003;

     o    annual information forms of the Corporation, Microcell and RCI for the
          fiscal years ended December 31, 1999, December 31, 2000, December 31,
          2001, December 31, 2002, and December 31, 2003;

     o    notices of annual meetings of shareholders and management information
          circulars of the Corporation dated March 5, 2001, April 19, 2003 and
          April 19, 2004;

     o    information circular and proxy statement pertaining to a plan of
          reorganization under CCAA for Microcell dated February 17, 2003;

     o    press release issued by the Corporation on November 11, 2004
          concerning the Transaction;

     o    Support Agreement dated September 19, 2004 between Microcell and the
          Corporation;

     o    the Corporation's take-over bid circular for Microcell dated September
          30, 2004 and Microcell Director's Circular dated September 30, 2004;

     o    Telus Corporation's take-over bid circular for Microcell dated May 17,
          2004 and Microcell's Director's Circular rejecting the bid dated May
          28, 2004;

     o    the offering memorandum dated February 17, 2004 for Rogers Wireless
          Inc., an operating subsidiary of the Corporation, relating to the
          issuance of senior notes;

     o    the preliminary offering memorandum dated November 15, 2004 for Rogers
          Wireless Inc., an operating subsidiary of the Corporation, relating to
          the issuance of senior notes;

     o    2004-2006 Corporation strategic plan (the "Strategic Plan") dated
          February 3, 2004, presented to the Board;


                                       5
<PAGE>

     o    document presented by the Corporation to credit rating agencies during
          the week of October 25, 2004;

     o    Board presentation regarding Microcell acquisition (dated September
          16, 2004);

     o    selected projected financial information for the Corporation dated
          October 29, 2004 for the fiscal year 2005 (the "2005 Budget") prepared
          by Management;

     o    projected financial information for the Corporation for the fiscal
          years ending December 31, 2004 through to December 31, 2009 prepared
          by Management (the "Management Forecast") and confirmed as at November
          11, 2004 and re-confirmed as at November 22, 2004;

     o    discussions with Management with respect to the information referred
          to above and other issues considered relevant, including the outlook
          for the Corporation (pro forma the Microcell acquisition);

     o    representations contained in a certificate addressed to BMO Nesbitt
          Burns dated November 10, 2004 from senior officers of the Corporation
          (and confirmation of such certificate dated and delivered as of the
          date hereof, as so confirmed the "Certificate") as to, among other
          things, the completeness and accuracy of the information upon which
          the Formal Valuation and the Fairness Opinion are based;

     o    discussions with members of the Independent Committee;

     o    discussions with Ogilvy Renault, legal counsel to the Independent
          Committee;

     o    discussions with management and counsel of RCI;

     o    various research publications prepared by equity research analysts and
          independent market researchers regarding the wireless industry, the
          Corporation, Microcell, RCI and other selected public companies
          considered relevant;

     o    public information relating to the business, operations, financial
          performance and stock trading history of the Corporation, Microcell,
          RCI and other selected public companies considered relevant;

     o    public information with respect to transactions of a comparable nature
          considered relevant;

     o    such other corporate, industry and financial market information,
          investigations and analyses as BMO Nesbitt Burns considered necessary
          or appropriate in the circumstances.

BMO Nesbitt Burns has not, to the best of its knowledge, been denied access by
the Corporation to any information requested by BMO Nesbitt Burns. BMO Nesbitt
Burns had a due diligence discussion with senior officers of RCI and was not
denied any information. As


                                       6
<PAGE>

the auditors of the Corporation declined to accept responsibility for any
reliance that BMO Nesbitt Burns might place upon information provided by them as
a part of any due diligence review, BMO Nesbitt Burns did not meet with the
auditors and has assumed the accuracy and fair presentation of and relied upon
audited financial statements of the Company and the reports of the auditors
thereon.


PRIOR VALUATIONS

The Corporation and RCI have represented to BMO Nesbitt Burns that there have
not been any prior valuations (as defined in the Rules) of the Corporation,
Microcell or RCI or their respective material assets or securities in the past
24-month period.


ASSUMPTIONS AND LIMITATIONS

In accordance with the Engagement Agreement, BMO Nesbitt Burns has relied upon,
and has assumed the completeness, accuracy and fair presentation of, all
financial and other information, data, advice, opinions and representations
obtained by it from public sources or provided by the Corporation, RCI,
associates, affiliates, consultants, advisors and representatives including
information, data, and other materials filed on SEDAR and on EDGAR
(collectively, the "Information"). The Formal Valuation and the Fairness Opinion
are conditional upon the completeness, accuracy and fair presentation of the
said information. Subject to the exercise of its professional judgment, BMO
Nesbitt Burns has not attempted to verify independently the completeness,
accuracy or fair presentation of the Information.

BMO Nesbitt Burns has assumed that the forecasts, projections, estimates and
budgets of the Corporation (pro forma the Microcell acquisition) provided to us
and used in our analyses have been reasonably prepared on bases reflecting the
best currently available estimates and judgments of the Management and their
respective associates and affiliates as to matters covered thereby.

Senior officers of the Corporation have represented to BMO Nesbitt Burns in the
Certificate that, among other things:

     i.   With the exception of forecasts, projections or estimates referred to
          in paragraph (ii) or except as disclosed in writing by the Corporation
          to BMO Nesbitt Burns in connection with its engagement, the
          Information, provided by or on behalf of the Corporation or any of its
          subsidiaries to BMO Nesbitt Burns in connection with its engagement
          is, or in the case of historical information was, at the date of
          preparation, to the best of each of the senior officer's knowledge,
          true and accurate in all material respects and does not or did not, as
          the case may be, contain any untrue statement of a material fact or
          omit to state a material fact necessary to make the statements therein
          not misleading in light of the circumstances in which such statements
          were made.

     ii.  With respect to any portions of the Information that constitute
          forecasts, projections or estimates provided to BMO Nesbitt Burns in
          connection with its engagement, such


                                       7
<PAGE>

          forecasts, projections or estimates (i) were prepared using the
          probable courses of actions to be taken during the period covered
          thereby and the assumptions identified therein, which in the
          reasonable belief of the Management of the Corporation are (or were at
          the time of preparation) reasonable in the circumstances; and (ii) are
          not, in the reasonable belief of the Management of the Corporation,
          misleading in any material respect in light of the assumptions used or
          in light of any developments since the time of their preparation.

     iii. To the extent that any of the Information is historical, there have
          been no changes or occurrences since the respective dates thereof that
          render, or could reasonably be expected to render, any of that
          Information untrue or misleading in any material respect that have not
          been generally disclosed and reflected in documents filed on SEDAR or
          disclosed in writing by the Corporation to BMO Nesbitt Burns in
          connection with its engagement or updated by more current information,
          data or other materials provided to BMO Nesbitt Burns in writing.

     iv.  Since the dates on which the Information was provided to BMO Nesbitt
          Burns, no transaction material to the engagement of BMO Nesbitt Burns
          has been entered into or contemplated by the Corporation, and there is
          no plan or proposal for any restructuring of, or material changes in,
          the business or affairs of the Corporation or any of its divisions,
          subsidiaries or other material interests, which has not been disclosed
          to BMO Nesbitt Burns or otherwise publicly disclosed and reflected in
          documents filed on SEDAR.

     v.   The Corporation and its divisions, subsidiaries and other material
          interests have no material contingent liabilities or assets other than
          as disclosed in the Information.

     vi.  Except as publicly disclosed and reflected in documents filed on SEDAR
          or as disclosed to BMO Nesbitt Burns by the Corporation in writing in
          connection with its engagement, to the best of the Corporation's
          knowledge,

          a)   the Corporation has no plans, and Management is not aware of any
               circumstances or developments, that could reasonably be expected
               to have a material effect on the assets, liabilities, financial
               condition, prospects or affairs of the Corporation;

          b)   there are no appraisals or valuations known to Management
               relating to the Corporation or any of its securities or material
               assets or subsidiaries, including Microcell, that have been
               prepared in the preceding 24 months, and no valuation or
               appraisal relating to any of the foregoing has been commissioned
               by or on behalf of the Corporation or any of its subsidiaries or
               is known to Management to be in the course of preparation;

          c)   no offers or negotiations relating to the purchase or sale of any
               material assets of the Corporation or with respect to all or a
               material portion of the securities of the Corporation have been
               made or received in the preceding 24 months;


                                       8
<PAGE>

          d)   neither the Corporation nor any subsidiaries of the Corporation
               has any material contingent liability or contingent asset on a
               consolidated or non-consolidated basis; and

          e)   there are no actions, suits, proceedings or inquiries pending or
               threatened against or affecting the Corporation or any of the
               subsidiaries of the Corporation at law or in equity or before any
               federal, state, provincial, municipal or other governmental
               department, court, commission, bureau, board, agency or
               instrumentality, which could reasonably be expected to materially
               and adversely affect the Corporation or any of its subsidiaries.

    vii.  There are no facts regarding the Corporation or any of its
          subsidiaries, assets, liabilities, affairs, prospects or condition
          (financial or otherwise) that have not been disclosed to BMO Nesbitt
          Burns in the Information that could reasonably be expected to
          materially affect the Corporation or any of its subsidiaries, the RWCI
          Restricted Voting Shares or the Formal Valuation and the Fairness
          Opinion.

    viii. There is no fact regarding RCI or any of its subsidiaries, assets,
          liabilities, affairs, prospects or condition (financial or otherwise)
          that have not been disclosed to BMO Nesbitt Burns in the Information
          that could reasonably be expected to materially affect RCI, the RCI
          Shares or the Fairness Opinion.

    ix.   The Corporation has complied in all material respects with the terms
          and conditions of the Engagement Agreement.


The Formal Valuation and the Fairness Opinion are rendered on the basis of
securities markets, economic, financial and general business conditions
prevailing as of November 22, 2004, and the condition and prospects, financial
and otherwise, of the Corporation, subsidiaries and other material interests as
they were reflected in the Information reviewed by BMO Nesbitt Burns. In its
analyses and in preparing the Formal Valuation and the Fairness Opinion, BMO
Nesbitt Burns made numerous judgments with respect to industry performance,
general business, market and economic conditions and other matters, many of
which are beyond the control of any party involved in the Transaction. All
financial figures herein are expressed in Canadian dollars except where
otherwise noted. Certain figures have been rounded for presentation purposes.

The Formal Valuation and the Fairness Opinion are provided as of November 22,
2004, and BMO Nesbitt Burns disclaims any undertaking or obligation to advise
any person of any change in any fact or matter affecting the Formal Valuation or
the Fairness Opinion of which it may become aware after November 22, 2004.
Without limiting the foregoing, in the event that there is any material change
in any fact or matter affecting the Formal Valuation or the Fairness Opinion
after such date, BMO Nesbitt Burns reserves the right to change, modify or
withdraw the Formal Valuation or the Fairness Opinion.


                                       9
<PAGE>

The Formal Valuation and the Fairness Opinion have been prepared and provided
solely for the use of the Independent Committee and the Board and for inclusion
in the Circular and the Corporation's Director's Circular relating to the
Transaction ("Director's Circular"), and may not be used or relied upon by any
other person without our express prior written consent. Subject to the terms of
the Engagement Agreement, BMO Nesbitt Burns consents to the publication of the
Formal Valuation and the Fairness Opinion in their entirety and a summary
thereof (in a form acceptable to BMO Nesbitt Burns) in the Circular and
Director's Circular relating to the Transaction and to the filing thereof, as
necessary, by the Corporation with the securities commissions or similar
regulatory authorities in Canada and the U.S.

We express no opinion herein concerning the future trading prices of the
securities of the Corporation or RCI and make no recommendation to the Minority
Shareholders with respect to the Transaction.

BMO Nesbitt Burns has based the Formal Valuation and the Fairness Opinion upon a
variety of factors. Accordingly, BMO Nesbitt Burns believes that its analyses
must be considered as a whole. Selecting portions of its analyses or the factors
considered by BMO Nesbitt Burns, without considering all factors and analyses
together, could create a misleading view of the process underlying the Formal
Valuation and the Fairness Opinion. The preparation of a valuation is a complex
process and is not necessarily susceptible to partial analysis or summary
description. Any attempt to do so could lead to undue emphasis on any particular
factor or analysis.


OVERVIEW OF THE CORPORATION

The Corporation is a leading Canadian wireless communications service provider,
serving more than 4.2 million customers at September 30, 2004, including over
4.0 million wireless voice and data subscribers and approximately 211,000
one-way messaging (paging) subscribers. The Corporation operates both a
GSM(1)/GPRS(2) network, with EDGE(3) technology, and a seamless integrated
TDMA(4) and analog cellular network. The GSM/GPRS/EDGE network provides coverage
to approximately 93% of Canada's population. The seamless TDMA and analog
network provides coverage to approximately 85% of the Canadian population in
digital mode, and approximately 93% of the population in analog mode. The
Corporation estimates that its more than 4.0 million wireless voice and data
subscribers represent approximately 13.6% of the Canadian population residing in
its coverage area and approximately 28% of the wireless voice and data
subscribers in Canada. Subscribers to its wireless services have access to these
services in the United States through the Corporation's roaming agreements with
various U.S. wireless operators. The Corporation's subscribers also have
wireless access internationally in over 140 countries, including throughout
Europe, Asia and Latin America, through roaming agreements with other wireless
providers. The

- ------------
(1) GSM - Global System for Mobile Communication
(2) GPRS - General Packet Radio Service
(3) EDGE - Enhanced Data for GSM Evolution
(4) TDMA - Time Division Multiple Access

                                       10
<PAGE>

Corporation is a public company, and was 89.2% owned by RCI at October 31, 2004,
with the balance publicly held.

On September 20, 2004, the Corporation announced an agreement with Microcell to
make an all cash offer of $35.00 per share to acquire Microcell, Canada's fourth
largest wireless communications provider. The Corporation announced the
successful completion of that acquisition on November 11, 2004. The Corporation
expended approximately $1.6 billion in connection with its acquisition of
Microcell, including the repayment of Microcell's bank debt and swap
obligations, prepayment penalties, investment banking advisory fees and other
related costs, net of Microcell's cash on hand. On a pro forma basis with the
acquisition of Microcell, the Corporation became the largest wireless operator
in Canada with more than 5.5 million customers, including approximately 5.3
million wireless voice and data customers.

For the twelve months ended September 30, 2004, the Corporation (excluding
Microcell) had revenue of $2,560.0million, earnings before interest,
depreciation, amortization and taxes ("EBITDA") of $891.0 million and net income
of $162.6 million. At September 30, 2004 the Corporation (excluding Microcell)
had total assets of $3,201.2 million and net debt of $1,947.2 million.

HISTORICAL FINANCIAL INFORMATION

The following table summarizes the Corporation's consolidated operating results
for the five fiscal years up to and including the fiscal year ended December 31,
2003 and for the nine months ended September 30, 2004 and September 30, 2003:

<TABLE>
<CAPTION>
                                                                                                                  Unaudited
                                                                                                          -------------------------
                                                                                                          NINE MONTHS   NINE MONTHS
                                                                  FISCAL YEAR                                ENDED         ENDED
                                         --------------------------------------------------------------    Sept. 30,     Sept. 30,
                                            1999         2000         2001         2002         2003          2003          2004
                                         ----------   ----------   ----------   ----------   ----------   -----------   -----------
<S>                                      <C>          <C>          <C>          <C>          <C>           <C>           <C>
FINANCIAL PERFORMANCE ($ thousands)
Postpaid (voice and data).............   $1,171,471   $1,350,587   $1,464,423   $1,628,095   $1,911,073    $1,408,324    $1,678,470
Prepaid...............................       23,849       42,530       71,068       91,151       91,255        64,013        75,211
One-way messaging.....................       51,793       55,992       43,632       35,238       27,565        21,123        18,652
                                         ----------   ----------   ----------   ----------   ----------    ----------    ----------
Network revenue.......................    1,247,113    1,449,109    1,579,123    1,754,484    2,029,893     1,493,460     1,772,333
Equipment revenue.....................      107,252       95,774       61,766      137,030      177,901       124,735       197,564
Total operating revenue...............    1,354,365    1,544,883    1,640,889    1,891,514    2,207,794     1,618,195     1,969,897
Operating profit (1)..................      412,477      400,550      401,261      516,681      716,236       552,149       727,535
Operating Margin......................        30.5%        25.9%        24.5%        27.3%        32.4%         34.1%         36.9%
Net income (loss).....................        8,582     (90,667)    (224,692)     (90,705)      137,841       136,490       161,202
Cash flow from operations (2).........      318,960      262,870      211,773      310,641      521,957       402,591       573,216
PP&E expenditures (excluding spectrum
   licence costs) (3).................      400,959      525,993      654,457      564,552      411,933       292,865       305,790
Per share
Weighted average outstanding shares -
   diluted (000s).....................      103,902      122,366      135,652      141,608      141,773       141,957       143,672
Net income (loss) per share - basic...         0.08       (0.74)       (1.66)       (0.64)         0.97          0.96          1.13
</TABLE>

- ------------
1.   Operating profit is defined as net income before depreciation and
     amortization, interest expense, income taxes, non-operating items and
     special charges and is often referred to as EBITDA
2.   Cash flow from operations before changes in non-cash operating items
3.   Spectrum licences for the deployment of next generation wireless services
     across Canada were acquired in February 2001 at a total cost of $396.8
     million

Source: Corporation's public filings.


                                       11
<PAGE>

The following table summarizes the Corporation's consolidated balance sheet
statements as at the end of the fiscal years 1999 to 2003, and as at the end of
the nine months in fiscal years 2004 and 2003:

<TABLE>
<CAPTION>
                                                                                                                   Unaudited
                                                                                                            ------------------------
                                                           AS AT THE END OF FISCAL YEAR                        AS AT         AS AT
                                        -----------------------------------------------------------------    SEPT. 30,     SEPT. 30,
($ thousands)                              1999         2000          2001          2002          2003         2003          2004
                                        ----------   ----------    ----------    ----------    ----------   ----------    ----------
<S>                                     <C>          <C>           <C>           <C>           <C>          <C>           <C>
Cash................................             -            -             -        10,068             -            -      $111,291
Other current assets................       179,564      215,696       258,293       289,907       363,829      369,950       401,856
Property, plant and equipment.......     1,778,545    1,972,110     2,252,328     2,371,133     2,299,919    2,302,200     2,249,063
Other...............................       194,069      221,481       716,040       631,604       443,595      467,851       439,020
                                        ----------   ----------    ----------    ----------    ----------   ----------    ----------
TOTAL ASSETS........................    $2,152,178   $2,409,287    $3,226,661    $3,302,712    $3,107,343   $3,140,001    $3,201,230
                                        ==========   ==========    ==========    ==========    ==========   ==========    ==========

Current liabilities.................      $396,969     $394,876      $367,033      $507,789      $437,813     $484,319      $366,765
Long-term debt......................     1,483,215    1,540,013     2,471,287     2,472,620     2,070,761    2,111,654     1,946,308
Other long-term liabilities.........                    284,450             -        21,847       155,689      105,015       256,798
Shareholders' equity................       271,994      189,948       388,341       300,456       443,080      439,013       631,359
                                        ----------   ----------    ----------    ----------    ----------   ----------    ----------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY................    $2,152,178   $2,409,287    $3,226,661    $3,302,712    $3,107,343   $3,140,001    $3,201,230
                                        ==========   ==========    ==========    ==========    ==========   ==========    ==========
</TABLE>

Source: Corporation's public filings


The following table summarizes Microcell's consolidated operating results for
the five fiscal years up to and including the fiscal year ended December 31,
2003 and for the nine months ended September 30, 2004 and September 30, 2003:

<TABLE>
<CAPTION>
                                                                                PRE-RE-    POST-RE-
                                                                                ORGANIZA-  ORGANIZA-
                                                                                TION       TION             UNAUDITED
                                                                                ---------  ---------  --------------------
                                                                                 FOUR       EIGHT      FIVE       NINE
                                                                                 MONTHS     MONTHS     MONTHS     MONTHS
                                             AS AT THE END OF FISCAL YEAR        ENDED      ENDED      ENDED      ENDED
                                    ------------------------------------------  Apr. 30,   Dec. 31,   Sept. 30,  Sept. 30,
                                      1999       2000       2001       2002       2003       2003       2003       2004
                                    ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
<S>                                 <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
FINANCIAL PERFORMANCE ($ thousands)
Services .......................... $ 228,375  $ 365,665  $ 509,082  $ 566,706  $ 170,196  $ 357,483  $ 222,866  $ 445,935
Products ..........................    32,091     40,321     32,408     24,356      7,498     35,610     18,793     36,168
Total operating revenue ...........   260,466    405,986    541,490    591,062    177,694    393,093    241,659    482,103
Operating profit (1) ..............  (162,982)  (112,332)    (9,803)    91,012     38,556     48,021     49,690     90,386
Operating Margin ..................    -62.6%     -27.7%      -1.8%       15.4%      21.7%      12.2%      20.6%      20.3%
Net income (loss) .................  (393,637)  (268,427)  (498,485)  (570,501)    45,517      4,959     16,207    (22,998)
Cash flow from operations (2) .....  (189,098)  (136,693)   (69,951)   (71,020)   (12,148)    36,938     34,411     41,411
PP&E expenditures .................   133,572    257,191    277,395    124,683      5,500     67,318     30,648    198,159
Per share
Weighted average outstanding shares
   - diluted (000s) ...............    82,861     97,244    112,524    240,457    240,470     22,899    263,358     24,236
Net income (loss) per share .......     (4.75)     (2.76)     (4.43)     (2.37)      0.19       0.22       0.06      (0.95)
</TABLE>

- -----------
1.   Operating profit is defined as net income before depreciation and
     amortization, interest expense, income taxes, non-operating items and
     special charges and is often referred to as EBITDA
2.   Cash flow from operations before changes in non-cash operating items

Source: Microcell's public filings


                                       12
<PAGE>

The following table summarizes Microcell's consolidated balance sheet statements
as at the end of the fiscal years 1999 to 2003, and as at the end of the nine
months in fiscal years 2004 and 2003:

<TABLE>
<CAPTION>
                                                                                               POST-
                                                                                          REORGINIZATION          Unaudited
                                                                                         ---------------   -------------------------
                                             AS AT THE END OF FISCAL YEAR                      AS AT          AS AT         AS AT
                                ------------------------------------------------------        DEC. 31,       SEPT. 30,     SEPT. 30,
($ thousands)                       1999          2000          2001          2002             2003            2003          2004
                                -----------   -----------    -----------   -----------   ---------------   -----------   -----------
                                                                                                                   Unaudited
<S>                             <C>           <C>            <C>           <C>             <C>             <C>           <C>
Cash ........................   $   125,932   $    87,378    $    19,005   $    26,979     $    43,094     $   147,037   $   110,977
Short-term investments ......        24,377       196,667        159,524        83,345          60,927              --        22,804
Other current assets ........       103,235       153,677        146,963       121,032         148,028         120,381       200,425
Property, plant and equipment       515,645       662,411        764,048       655,646         318,041         296,456       462,161
Other .......................        45,949       109,093        305,719        15,062         238,616         233,591       264,178
                                -----------   -----------    -----------   -----------     -----------     -----------   -----------
TOTAL ASSETS ................   $   815,138   $ 1,209,226    $ 1,395,259   $   902,064     $   808,706     $   797,465   $ 1,060,545
                                ===========   ===========    ===========   ===========     ===========     ===========   ===========

Current liabilities .........   $   110,121   $   191,499    $   161,417   $   166,612     $   149,608     $   118,783   $   197,109
Long-term debt ..............     1,499,456     1,680,699      1,887,048     2,032,678         315,164         323,500       385,356
Other long-term liabilities .         4,310         4,589         73,519            --              --              --            --
Shareholders' equity ........      (798,749)     (667,561)      (726,725)   (1,297,226)        343,934         355,182       478,080
                                -----------   -----------    -----------   -----------     -----------     -----------   -----------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY  .......   $   815,138   $ 1,209,226    $ 1,395,259   $   902,064     $   808,706     $   797,465   $ 1,060,545
                                ===========   ===========    ===========   ===========     ===========     ===========   ===========
</TABLE>

Source: Microcell's public filings



PRO FORMA FINANCIALS

The following table summarizes select unaudited pro forma (including Microcell)
consolidated operating information for the nine months ended September 30, 2004
and year ended December 31, 2003 and balance sheet data for the period ending
September 30, 2004.


                                       13
<PAGE>

                      UNAUDITED PRO FORMA CONSOLIDATED DATA

<TABLE>
<CAPTION>
                                                    YEAR ENDED       9 MONTHS ENDED
                                                   DEC 31 2003        SEPT 30 2004
                                                  -------------      --------------
<S>                                                 <C>                <C>
STATEMENT OF INCOME DATA:
Operating revenue...............................    $2,761,713         $2,429,950
Cost of equipment sales ........................       497,739            440,568
Sales and marketing expenses....................       446,860            348,695
Operating, general and administrative expenses..     1,006,925            837,557
Management fees.................................        11,336              8,756
                                                    ----------         ----------
Operating profit................................    $  798,853         $  794,374
Other...........................................             -              9,668
Depreciation and amortization...................       637,660            426,995
                                                    ----------         ----------
Operating income................................    $  161,193         $  357,711
Interest expense, net...........................       491,171            321,278
Foreign exchange loss (gain)....................      (285,721)            62,126
Loss on repayment on long-term debt.............                            9,046
Change in the fair value of derivative
   instruments..................................                            2,313
Other expense (income), net.....................        (4,357)            (1,532)
                                                    ----------         ----------
Loss before income taxes........................    $  (39,900)        $  (35,520)
Income taxes....................................         4,776              6,905
                                                    ----------         ----------
Loss for the period.............................    $  (44,676)        $  (42,425)
                                                    ==========         ==========
Basic and diluted loss per share................    $    (0.44)        $    (0.33)
</TABLE>

<TABLE>
<CAPTION>
                                                                         AS AT
                                                                     SEPT 30, 2004
                                                                     --------------
<S>                                                                   <C>
BALANCE SHEET DATA:
Property, plant and equipment, net.................................   $ 2,418,263
Goodwill...........................................................       893,425
Total assets.......................................................     6,810,571
Long-term debt.....................................................     5,194,444
Shareholder's equity (deficiency)..................................       631,359
</TABLE>

Source: The Corporation


RWCI RESTRICTED VOTING SHARES TRADING INFORMATION

The RWCI Restricted Voting Shares are listed on the Toronto Stock Exchange (the
"TSX") under the symbol RCM.NV.B and on the New York Stock Exchange ("NYSE")
under the symbol RCN. The following table sets forth, for the periods indicated,
the low and high closing prices of the RWCI Restricted Voting Shares and the
volumes traded on both the TSX and NYSE:


                                       14
<PAGE>

<TABLE>
<CAPTION>
                              RWCI RESTRICTED VOTING SHARES    RWCI RESTRICTED VOTING SHARES
                              -----------------------------    -----------------------------
                              TSX CLOSING PRICE                NYSE CLOSING PRICE
PERIOD                               (C$)           VOLUME            (US$)           VOLUME
- ---------------------------   -----------------     -------    ------------------     ------
                               High        Low      (000's)     High         Low      (000's)
                              ------     ------     ------     ------      ------     ------
<S>                           <C>        <C>        <C>        <C>         <C>        <C>
2003
January ...................   $17.35     $14.14      1,076     $11.39      $ 9.08         81
February ..................    17.00      14.87        533      11.30        9.85        101
March .....................    16.30      13.61        959      10.99        9.17         78
April .....................    19.30      15.85        648      13.56       10.85         60
May .......................    21.00      18.50        740      15.29       13.05        123
June ......................    23.28      20.76        552      17.36       15.20         86
July ......................    24.15      22.25        334      17.17       16.36         77
August ....................    23.85      20.72        447      16.98       14.90         61
September .................    21.74      20.70        603      15.92       14.97         55
October ...................    25.85      21.92      1,846      19.65       16.33        354
November ..................    28.24      25.50      1,302      21.45       19.15        304
December ..................    28.95      26.30        960      22.28       20.27        239
January 1 to December 31 ..    28.95      13.61     10,001      22.28        9.08      1,617

2004
January ...................   $36.53     $28.25      1,643     $28.15      $21.88        677
February ..................    36.27      33.75      1,267      27.16       25.32        327
March .....................    34.90      32.30        985      26.45       24.35        230
April .....................    36.75      33.30      1,752      27.14       24.42        334
May .......................    37.20      31.06      2,108      27.30       22.42        420
June ......................    36.66      34.91      1,232      27.16       25.59        165
July ......................    39.25      35.76      1,368      29.57       27.05        649
August ....................    39.99      39.00        695      30.59       28.84        439
September .................    40.00      36.05      1,735      31.42       27.97        406
October ...................    46.10      39.69        695      37.55       31.44        189
November 1 to November 10 .    45.60      42.75        211      38.02       35.29        187
November 11 to November 19     52.50      49.30      3,509      43.96       41.17        233
January 1 to November 19 ..    52.50      28.25     17,200      43.96       21.88      4,256
</TABLE>


The closing price of the RWCI Restricted Voting Shares on the TSX on November
10, 2004, the trading day immediately prior to the announcement of the
Transaction, was $43.17.


VALUATION OF THE RWCI RESTRICTED VOTING SHARES

DEFINITION OF FAIR MARKET VALUE

For the purposes of the Formal Valuation, fair market value means the highest
price, expressed in terms of money or money's worth, available in an open and
unrestricted market between informed and prudent parties, each acting at arm's
length, where neither party is under any compulsion to act.

In accordance with the Rules and the MSPA, BMO Nesbitt Burns has made no
downward adjustment to the fair market value of the RWCI Restricted Voting
Shares to reflect the liquidity of the RWCI Restricted Voting Shares, the effect
of a transaction pursuant to which the controlling shareholder would acquire all
of the RWCI Restricted Voting Shares not owned by the controlling shareholder or
the fact that the RWCI Restricted Voting Shares held by individual shareholders
do not form part of a controlling interest. A valuation prepared on the
foregoing basis is referred to as an "en bloc" valuation.

APPROACH TO VALUE

The Formal Valuation is based upon techniques and assumptions that BMO Nesbitt
Burns considered appropriate in the circumstances for the purposes of arriving
at an opinion as to the range of fair market values of the RWCI Restricted
Voting Shares. The fair market value of


                                       15
<PAGE>

the RWCI Restricted Voting Shares was analyzed on a going concern basis, which
included the acquisition of Microcell and is expressed on a per share basis.

The Formal Valuation and the Fairness Opinion have been prepared in accordance
with the Disclosure Standards for Formal Valuations and Fairness Opinions of the
IDA, but the IDA has not been involved in the preparation or review of either
the Formal Valuation or the Fairness Opinion.


VALUATION METHODOLOGIES AND ANALYSIS

For the purposes of determining the value of the RWCI Restricted Voting Shares,
BMO Nesbitt Burns relied on three methodologies:

     o    discounted cash flow ("DCF") approach;

     o    comparable trading approach; and

     o    precedent transaction approach.


DISCOUNTED CASH FLOW APPROACH

BMO Nesbitt Burns considered the DCF approach in determining the fair market
value of the RWCI Restricted Voting Shares. The DCF methodology reflects the
growth prospects and risks inherent in the Corporation's business by taking into
account the amount, timing and relative certainty of projected unlevered free
cash flows expected to be generated by the Corporation. The DCF approach
requires that certain assumptions be made regarding, among other things, future
unlevered free cash flows, discount rates and terminal values. The possibility
that some of the assumptions will prove to be inaccurate is one factor involved
in the determination of the discount rates to be used in establishing a range of
values. BMO Nesbitt Burns' DCF approach involved discounting to a present value
the Corporation's projected unlevered after-tax free cash flows from November 9,
2004 until December 31, 2009 in the Management Forecast (defined below) and the
terminal value determined as of December 31, 2009. The Management Forecast and
the resulting cash flow forecasts were all pro forma the acquisition of
Microcell.


MANAGEMENT FORECAST

As a basis for the projected future cash flows developed for the DCF analysis,
BMO Nesbitt Burns received from Management a set of assumptions for the period
2004 - 2009 underlying the Management Forecast. After review of those
assumptions and discussion of the same with Management, BMO Nesbitt Burns
concluded that the Management Forecast formed a satisfactory basis for the DCF
analysis. The only exception was Management's forecast of a sale of certain
spectrum in 2006. BMO Nesbitt Burns was not convinced as to the likelihood or
marketability of this asset sale, and therefore, chose to remove it from the
Management Forecast in developing the final assumptions for the DCF analysis.


                                       16
<PAGE>
\
ASSUMPTIONS AND KEY DRIVERS

The following is a summary of the assumptions for the Management Forecast, which
was prepared by Management as of November 9, 2004 (and confirmed as at November
22, 2004), and deemed reasonable by Management.

Corporation and Microcell Forecasts: Management provided separate assumptions
regarding the Corporation's and Microcell's separate subscriber bases for the
years 2005 and 2006. However, by 2007 most of the assumptions were applied
equally to the combined pro forma subscriber base, excluding some assumptions
for the legacy Microcell subscribers assumed to be retained (e.g. ARPU, defined
below). Microcell customers assumed to be lost and subsequently reacquired by
the Corporation were treated as new customers and the appropriate cost of their
acquisition was accounted for.

Market Penetration: Canadian wireless market penetration was forecasted to rise
from 51.1% in 2005 to 65.0% in 2009. Various third-party analysts produced a
range of penetration forecasts. BMO Nesbitt Burns was comfortable that
Management's forecasts were reasonable when compared to these ranges and to
penetration and growth rates achieved in other countries of greater maturity,
most notably the United States.

Market Share of Net Subscriber Additions ("Net Adds"): Management's forecast for
the Corporation's market share of net postpaid subscriber additions ("net adds")
was based on a three participant expectation with respect to the market, and
declined from 35.2% in 2005 to 32.0% in 2009. For prepaid net adds the figures
were 23.0% to 28.3% respectively. The prepaid market share of Net Adds was less
than the postpaid's on account of the Corporation's overall greater strategic
focus on the postpaid market and the potential for new entrants.

Monthly Churn(5): Monthly churn for the Corporation's postpaid subscribers was
forecasted by Management to be 1.7% in 2005 and 1.8% in 2006 (the increase
reflected an assumed introduction of wireless number portability in 2006),
declining to 1.4% in 2009. For the Corporation's prepaid subscribers the
forecast was 3.1% in 2005, declining to 2.7% in 2009, reflecting the higher
churn rates experienced in the prepaid market.

Postpaid Microcell subscriber churn was forecast to be 3.5% and 2.5% in 2005 and
2006 respectively, reflecting aggressive targeting of Microcell subscribers by
competitors immediately following Microcell's acquisition by the Corporation.
Prepaid Microcell subscriber churn was forecast to be 4.0% and 3.0% in 2005 and
2006 respectively. Of the Microcell 2005 and 2006 total subscribers assumed to
be lost, Management forecasted reacquiring 66% and 42% respectively. Microcell
churn rates from 2007 onward were forecasted to match churn rates for the
Corporation.

Average Revenue Per User ("ARPU") Growth Rates: ARPU for the Corporation
subscribers and net adds was forecasted to change at a '05-'09 Compound Annual
Growth Rate ("CAGR")

- ------------
(5)  Churn: The number of subscribers deactivating in a month divided by the
     average number of subscribers for the month.


                                       17
<PAGE>

of -1.3% for postpaid and 3.1% for prepaid. For Microcell legacy subscribers
ARPU was forecast to decline at a '05-'09 CAGR of -1.6% for postpaid and 0.0%
for prepaid.

The ARPU forecasts did not include data revenue, which was forecasted separately
as a percentage of total network revenue climbing from 6.2% in 2005 to 14.5% in
2009. These are moderately higher proportions of net revenue than some
independent analysts forecasted for the overall market, but given the
Corporation's leadership position in this product category and the better than
expected growth rates the Corporation had experienced to date, BMO Nesbitt Burns
was comfortable with Management's forecast. Coinciding with this data revenue
growth were appropriate fixed and variable cost growth assumptions.

Capital Expenditures: Pro forma average capital expenditures over the '05-'09
period were $523 million with increases in 2007 and 2009 for specific forecasted
UMTS(6) spend. Gross capital expenditure savings from the combination with
Microcell were forecasted to be $270 million (un-discounted) over the '05-'09
period. The bulk of the savings represent reductions in the Corporation's
planned network spend no longer required given the cell sites acquired as part
of the Microcell acquisition.

Cost of Customer Acquisition: The cost of acquiring a new customer was kept
constant for both post- and prepaid subscribers throughout the forecast period
at a 2% discount to Management's 2004 forecast level.

Operating Costs: Operating cost assumptions were forecasted to experience flat
relative growth, i.e. variable costs were forecasted flat per subscriber and
fixed costs items generally grew in line with subscriber growth. Overall
operating costs were forecasted to grow at a '05-'09 CAGR of 6.0% relative to a
network revenue '05-'09 CAGR of 7.1%.

Tax Losses: BMO Nesbitt Burns determined the present value of the Corporation's
tax losses separately from the operating cash flows in the DCF analysis. Both
the Corporation's and Microcell's available tax losses were recognized: $1.0
billion for the Corporation and $1.8 billion for Microcell. Management provided
BMO Nesbitt Burns with details of both companies' pools of available tax losses
and forecast that all tax loss pools would be accessible to the Corporation
going forward, with no pools expiring unused.


UNLEVERED AFTER-TAX FREE CASH FLOW

For the purposes of deriving projected unlevered after-tax free cash flows for
use in the DCF analysis, BMO Nesbitt Burns reviewed the Management Forecast and
relevant underlying assumptions and considered the resulting revenue growth and
EBITDA margins. These assumptions were compared to the Corporation's Strategic
Plan, Budget, industry research reports, forecasts by equity research analysts
and other sources considered relevant. Based on such review, BMO Nesbitt Burns
concluded that the Management Forecast appeared

- ------------
(6)  UMTS: Universal Mobile Telecommunications System


                                       18
<PAGE>

reasonable in the context of both historic trends, independent forecasts for the
industry and the experiences observed in other international wireless markets of
greater maturity.

BMO Nesbitt Burns believes that the assumptions underlying the Management
Forecast accurately reflected the prospects of the Corporation over the forecast
period, and further believes the Corporation will reach steady state by the end
of such forecast period. Therefore, BMO Nesbitt Burns's DCF analysis
incorporated a 5-year projection followed by a terminal value calculation based
on 2009 projected cash flows and a sustainable capital expenditure level,
indicated by Management to be $525 million.

BMO Nesbitt Burns applied the statutory tax rate of 36.3% and adjusted working
capital based on historically observed assumptions.

The following is a summary of the unlevered after-tax free cash flow projections
used in the DCF analysis:

<TABLE>
<CAPTION>
                                                               FISCAL YEAR,
                                      ---------------------------------------------------------------
FREE CASH FLOW ($ millions)           2005(1)    2006(1)      2007       2008       2009     Terminal
- -----------------------------------   -------    -------    -------    -------    -------    --------
<S>                                   <C>        <C>        <C>        <C>        <C>        <C>
Network revenue ...................   $ 3,308    $ 3,594    $ 3,863    $ 4,131    $ 4,351    $ 4,438
EBITDA(1) .........................     1,000      1,436      1,619      1,806      1,929      1,968
Unlevered cash taxes ..............      (152)      (286)      (370)      (451)      (481)      (490)
Capital expenditures ..............      (577)      (457)      (546)      (425)      (611)      (525)
Increase in deferred taxes ........        17        (13)        (0)         7        (11)         0
Changes in non-cash working capital        12         (8)        (7)       (22)         0          2
                                      -------    -------    -------    -------    -------    -------
UNLEVERED AFTER-TAX FREE CASH FLOW    $   300    $   673    $   695    $   915    $   827    $   954
</TABLE>

- ------------
1.   Includes forecasted one-time costs of $225 million in 2005 and $2 million
     in 2006, relating to the Microcell acquisition


DISCOUNT RATES

Projected unlevered after-tax free cash flows for the Corporation developed from
the Management Forecast were discounted based on the estimated weighted average
cost of capital ("WACC") for the Corporation. The WACC was calculated based upon
the Corporation's after-tax cost of debt and equity, weighted based upon an
assumed optimal capital structure. The assumed optimal capital structure was
determined based upon a review of the capital structures of comparable companies
and the risks inherent in the Corporation's business and in the North American
wireless industry generally. The cost of debt for the Corporation was calculated
based on the risk free rate of return and an appropriate borrowing spread to
reflect credit risk at the assumed optimal capital structure. BMO Nesbitt Burns
used the capital asset pricing model ("CAPM") approach to determine the
appropriate cost of equity. The CAPM approach calculates the cost of equity with
reference to the risk-free rate of return, the risk of equity relative to the
market ("beta") and the market equity risk premium. BMO Nesbitt Burns reviewed a
range of unlevered betas for the Corporation and a select group of comparable
companies that have risks similar to the Corporation in order to select the
appropriate unlevered beta for the Corporation. The significance of the observed
betas was limited due to i) there being few comparable companies in North
America; and ii) the low


                                       19
<PAGE>

statistical significance of the individual betas as measured by the R-squared of
their regressions. The selected unlevered beta was re-levered using the assumed
optimal capital structure and then used to calculate the cost of equity. BMO
Nesbitt Burns also reviewed and considered levered betas generated by an
independent third party financial consultant for the comparable companies and
North American wireless industry.

The assumptions used by BMO Nesbitt Burns in estimating the WACC for the
Corporation were as follows:

<TABLE>

<S>                                                                         <C>
COST OF DEBT
Risk free rate (10-Year Government of Canada Bond) ................         4.5%
Borrowing spread ..................................................         3.3%
Pre-tax cost of debt ..............................................         7.7%
Tax rate ..........................................................        36.3%
After-tax cost of debt ............................................         4.9%

COST OF EQUITY
Risk free rate (10-Year Government of Canada Bond) ................         4.5%
Equity risk premium ...............................................         6.0%
Levered beta ......................................................         1.3
After-tax cost of equity ..........................................        12.3%

WACC
Optimal capital structure (% debt) ................................        40.0%
WACC ..............................................................         9.3%
</TABLE>


Based upon the foregoing and taking into account sensitivity analyses on the
variables discussed above and the assumptions used in the Management Forecast,
BMO Nesbitt Burns determined the appropriate WACC for the Corporation to be in
the range of 9.5% to 10.5%.


TERMINAL VALUE

BMO Nesbitt Burns developed terminal enterprise values at the end of the
forecast period by calculating the present value at the selected WACC of
terminal period unlevered after-tax free cash flows growing in perpetuity at
1.5% to 2.5% per annum. In selecting the range of growth rates, BMO Nesbitt
Burns took into consideration the outlook for long-term inflation and the growth
prospects of the Corporation beyond the terminal year. The terminal year
EV/EBITDA multiples implied by the 1.5% to 2.5% unlevered after-tax free cash
flow growth rates into perpetuity, assuming discount rates of 9.5% to 10.5%,
were considered by BMO Nesbitt Burns to be reasonable based on its review of
trading and transaction multiples.


PRESENT VALUE OF TAX LOSSES

The tax losses were modeled separately through an integrated financial model of
the Corporation (including Microcell) to derive the appropriate uses of the tax
losses as suggested by Management. The cash savings were discounted at an
effective cost of equity of 12.3% to


                                       20
<PAGE>

yield a value of $4.20 per RWCI Restricted Voting Share. This amount was added
to the Corporation's DCF analysis results to arrive at a full DCF value.


SUMMARY OF DCF APPROACH

The following is a summary of the value of the RWCI Restricted Voting Shares
resulting from the DCF analysis:
<TABLE>
<CAPTION>
                                                           VALUE RANGE
                                                      --------------------
                                                         Low        High
                                                      --------    --------
<S>                                                   <C>         <C>
ASSUMPTIONS
WACC ..............................................       10.5%        9.5%

DCF APPROACH ($ millions, except per share amounts)
Net present value
   Unlevered after-tax free cash flows ............   $  2,606    $  2,673
   Terminal value .................................      7,060       8,346
                                                      --------    --------
Enterprise value ..................................      9,666      11,019

Less: Net obligations value(1) ....................     (3,396)     (3,396)
                                                      --------    --------
EN BLOC EQUITY VALUE ..............................   $  6,269    $  7,623

EN BLOC EQUITY VALUE PER SHARE(2) .................   $  42.98    $  52.26

PRESENT VALUE OF TAX LOSSES .......................       4.20        4.20
                                                      --------    --------
TOTAL EN BLOC EQUITY VALUE PER SHARE ..............   $  47.18    $  56.46
                                                      ========    ========
</TABLE>

- ------------
1.   Net obligations include net debt and proceeds from option issuance.
2.   Based on 146 million fully diluted shares outstanding.


SENSITIVITY ANALYSIS

The DCF analysis is sensitive to several of the assumptions used. BMO Nesbitt
Burns performed sensitivity analyses on certain key assumptions, representing
step changes to all forecast years for each assumption as outlined below:

<TABLE>
<CAPTION>
                                                                          IMPACT ON
VARIABLE                                            SENSITIVITY          SHARE VALUE
- --------                                            -----------          -----------
<S>                                                   <C>                   <C>
Market penetration..............................       + 2.5%               $5.21
                                                        -2.5%               (5.21)

Market share of net adds........................       + 4.0%                3.18
                                                        -4.0%               (3.18)

Monthly churn...................................       + 0.2%               (1.80)
                                                        -0.2%                1.80

Monthly ARPU....................................      + $1.00                4.56
                                                       -$1.00               (4.56)

Capex...........................................        + 10%               (3.60)
                                                         -10%                3.60
</TABLE>

                                       21
<PAGE>

COMPARABLE TRADING APPROACH

BMO NB also considered the comparable trading approach. BMO Nesbitt Burns
limited its list to North American companies on the basis that European and
Asian companies, while engaged in similar businesses, operate under regulatory
regimes very different from the Corporation's and in local markets that are much
further advanced than the Canadian market. With few comparable publicly traded
companies in the North American wireless industry, BMO Nesbitt Burns has placed
limited amount of emphasis on this approach. For the purposes of its analysis,
BMO Nesbitt Burns identified and reviewed 20 public companies in the wireless
industry. From those BMO Nesbitt Burns considered the five specific companies
listed below, which were deemed to be the most comparable to the Corporation.
The market capitalizations for Microcell and AT&T Wireless were adjusted to
reflect trading values prior to announcement of their initial takeover bids.

<TABLE>
<CAPTION>
                                                                                     EBITDA YOY
                                                             EV/EBITDA              GROWTH RATES           EBITDA MARGINS
                                         MARKET         --------------------    --------------------    --------------------
($ million)                        CAPITALIZATION(1)    2005E(3)    2006E(3)    2004E(3)    2005E(3)    2004E(3)    2005E(3)
- --------------------------         -----------------    --------    --------    --------    --------    --------    --------
<S>                                    <C>                 <C>         <C>         <C>         <C>         <C>         <C>
CANADIAN COMPARABLES (C$)
   Microcell (Pre-Bid)(2)........      $    854            5.1         3.6          35%         69%         18%         25%
   Telus.........................      $ 10,759            5.4         5.3           8           6          41          41
US COMPARABLES (US$)
   Nextel........................      $ 30,730            6.7         5.9          17%         15%         40%         41%
   AT&T Wireless (Pre-Bid)(4)....        32,519            7.9         8.0         (5)          10          25          28
   Western Wireless..............         2,876            6.9         6.1          44          13          33          35
   US Cellular...................         3,622            5.9         5.2           4          17          24          26
HIGH.............................                          7.9         8.0          44%         69%         41%         41%
LOW..............................                          5.1         3.6         (5)           6          18          25
</TABLE>

- ------------
1.   As of November 8, 2004.
2.   Microcell share price is as of May 30, 2004 prior to Telus's takeover bid.
3.   Estimates for calendar years sourced from recent research reports and IBES.
4.   AT&T Wireless was acquired by Cingular Wireless on October 26, 2004. The
     original bid was announced on February 17, 2004.


While none of the companies reviewed was considered directly comparable to the
Corporation, based on the comparable company trading analysis summarized above,
BMO Nesbitt Burns selected what it considered to be reasonably representative
public trading multiples, before making any adjustment to reflect an "en bloc"
valuation of the RWCI Restricted Voting Shares. BMO Nesbitt Burns considered
EV/EBITDA for 2005E and 2006E to be the most appropriate trading multiples to
evaluate the Corporation.

In selecting the multiple ranges shown below, BMO Nesbitt Burns gave
consideration to several factors, including differences in business mix, growth,
profitability and size between the Corporation and the companies reviewed.

<TABLE>
<CAPTION>
                                              SELECTED MULTIPLE RANGE
                                            --------------------------
                                             Low                 High
                                            -----               ------
<S>                                          <C>                  <C>
EV / EBITDA
   Fiscal 2005E...........................   7.0                  8.0
   Fiscal 2006E...........................   6.0                  7.0
</TABLE>


                                       22
<PAGE>

The following is a summary of the value of the RWCI Restricted Voting Shares
resulting from the selection of trading valuation multiples above, before making
any adjustment to reflect the "en bloc" valuation of the RWCI Restricted Voting
Shares:

<TABLE>
<CAPTION>
                                                    SELECTED
                                                 MULTIPLE RANGE          VALUE RANGE
                                                ----------------    --------------------
($ millions)                       BENCHMARK     Low       High       Low        High
- ---------------------------        ---------    ------    ------    -------    ---------
<S>    <C>  <C>                  <C>          <C>       <C>      <C>         <C>
EV / EBITDA
   Fiscal 2005E(1).............     $ 1,225      7.00      8.00     $ 8,572     $ 9,797
   Fiscal 2006E(1).............       1,438      6.00      7.00       8,627      10,065
                                                                    -------     -------
   Enterprise trading value....                         Average       8,600       9,931
   Less: net obligations(1)....                                      (3,539)     (3,539)
                                                                    -------     -------
   Equity trading value........                                       5,060       6,392
</TABLE>

- ----------
1.   Adjusted for one time costs of Microcell acquisition.


Market trading prices generally do not reflect "en bloc" values. To adjust for
en bloc value, BMO Nesbitt Burns considered and reviewed take-over premiums paid
in precedent Canadian public company transactions. For the purposes of this
analysis, premium is defined as the amount (expressed in percentage terms) by
which the price paid per share under the precedent transaction exceeded the
closing price of the shares one week and one month immediately prior to the
announcement of the transaction. BMO Nesbitt Burns identified 69 such
transactions announced since January 1, 2000. Of those transactions BMO Nesbitt
Burns further identified 8 transactions since January 1, 2002, which had no
synergy component to them in order to find premiums most applicable to an "en
bloc" value of RWCI Restricted Voting Shares (please refer to "Benefits to RCI
of Acquiring RWCI Restricted Voting Shares Held by Minority Shareholders" for
details). The mean premiums were as follows:


               TRANSACTION PREMIUMS WITH NO ANTICIPATED SYNERGIES

<TABLE>
<CAPTION>
                                                                     MEAN
                                                                    ------
<S>                                                                   <C>
1 week premium....................................................    21%
1 month premium...................................................    20%
</TABLE>


Based on the take-over premiums paid in precedent Canadian public company
transactions, as described above, BMO Nesbitt Burns selected and applied a
premium of 20% to the equity trading value of the RWCI Restricted Voting Shares
to determine an "en bloc" equity value per share.

<TABLE>
<CAPTION>
                                                                  VALUE RANGE
                                                              -------------------
($ millions, except per share data)                             Low        High
- -----------------------------------                           -------     -------
<S>                                                           <C>         <C>
Equity trading value average...............................   $ 5,060     $ 6,392
Take-over premium..........................................        20%         20%

EN BLOC EQUITY VALUE.......................................   $ 6,072     $ 7,670

EN BLOC EQUITY VALUE PER SHARE(1)..........................   $ 41.63     $ 52.58
                                                              =======     =======
</TABLE>

- ------------
1.   Based on 146 million fully diluted shares outstanding.


                                       23
<PAGE>

PRECEDENT TRANSACTION APPROACH

BMO Nesbitt Burns also considered the precedent transaction approach and
reviewed precedent acquisition transactions involving companies in the wireless
industry which were comparable and for which there was sufficient public
information to derive multiples. Only recent transactions with purchase prices
greater than $500 million principally in North America and Europe were reviewed.
Given differences in the business size and mix, market dynamics and economic
environment at the time of the transaction, growth prospects and other factors
inherent in the comparable precedent transactions identified, BMO Nesbitt Burns
did not consider any specific precedent transaction to be directly comparable to
the Corporation and, as a consequence, placed less emphasis on this methodology
than on either the DCF approach or the comparable trading approach in
determining the value of RWCI Restricted Voting Shares.

While BMO Nesbitt Burns did not consider any specific transaction to be directly
comparable to the acquisition of the Corporation, BMO Nesbitt Burns identified
three precedent transactions to be considered:

     1.   Cingular's purchase of AT&T Wireless

     2.   The Corporation's purchase of Microcell Inc.

     3.   Bell Canada's purchase of BCE Mobile Communications Inc.

<TABLE>
<CAPTION>
                         CORE PRECEDENT TRANSACTIONS - ADJUSTING FOR SYNERGIES AND TAX LOSS ASSET VALUE
- --------------------------------------------------------------------------------------------------------------------------
                                                                         PREMIUM TO
                                                                  UNAFFECTED SHARE PRICE                EV / EBITDA
   COMPLETION/                                     OFFER     --------------------------------    -------------------------
TERMINATION DATE         ACQUIROR TARGET           PRICE     1 - DAY    1 - WEEK    4 - WEEKS     LTM     FY + 1    FY + 2
- ----------------   ----------------------------    ------    -------    --------    ---------    -----    ------    ------
<S>                <C>                             <C>         <C>        <C>          <C>        <C>      <C>        <C>
   11-Nov-04       Rogers Wireless                 $35.00      66.7%      37.3%        47.7%      14.0     10.7       6.3
                      Microcell
   26-Oct-04       Cingular                        $15.00      75.4       80.9        109.5        6.6      6.6       6.0
                      AT&T Wireless
   25-Oct-99       BCE                             $58.75      19.9       29.4         30.6       16.0     14.7      12.0
                      BCE Mobile Communications
</TABLE>


BMO Nesbitt Burns makes the following observations:

     1.   The AT&T Wireless transaction was the most comparable transaction
          given that both AT&T Wireless and the Corporation are national
          operators and the transaction occurred recently in 2004. However, the
          transaction was highly synergistic and the premium paid on the
          unaffected share price reflected these synergies (announced annual
          synergies of approximately $1 billion in 2006 and in excess of $2
          billion beginning in 2007).

     2.   The Corporation's recently completed acquisition of Microcell was also
          considered a relevant transaction. All figures used in determining the
          multiples were based on information available in public announcements
          and research analysts' reports. In order to make the transaction
          comparable we adjusted the transaction multiple to recognize the
          present value of the tax loss assets as estimated by several research
          analysts.

     3.   The BCE / BCE Mobile going private transaction was considered only
          from the point of view of the premium paid to the unaffected share
          price due to the dated nature of the transaction (October 1999).


                                       24
<PAGE>

In arriving at our range for the precedent transaction approach, BMO Nesbitt
Burns primarily relied on its professional judgment and experience analyzing the
wireless industry. BMO Nesbitt Burns applied the Enterprise Value to the two
year forward fiscal EBITDA multiple, adjusted for the announced synergies and
premia paid, to the Management Forecast for fiscal year 2006 EBITDA.

Based on the above, BMO Nesbitt Burns believes that for the purposes of the
precedent transaction approach the appropriate EV to fiscal year 2006 EBITDA
multiple would be in the range of 6.0x to 7.0x.

<TABLE>
<CAPTION>
                                            SELECTED MULTIPLE RANGE
                                            -----------------------
                                             Low              High
                                            -----            ------
<S>                                          <C>               <C>
EV / EBITDA
   Fiscal 2006E............................  6.0               7.0
</TABLE>


The following is a summary of the value of the RWCI Restricted Voting Shares
resulting from the selection of precedent transaction valuation multiples above:
<TABLE>
<CAPTION>
                                                      SELECTED
                                                  MULTIPLE RANGE         VALUE RANGE
                                                  ---------------    -------------------
($ millions)                         BENCHMARK     Low      High       Low        High
- -------------------------------      ---------    -----    ------    -------    --------
<S>                                   <C>          <C>      <C>      <C>        <C>
EV / EBITDA
   Fiscal 2006E(1)(2).............    $ 1,438      6.00     7.00     $ 9,240    $ 10,678
   Less: Net Obligations(2).......                                    (3,539)     (3,539)
                                                                     -------    --------
                                                                       5,701       7,138
Equity trading value per share.....                                  $ 39.08    $  48.90
</TABLE>

- ------------
1.   Includes $4.20 per share of NOLs.
2.   Adjusted for one-time costs of Microcell acquisition


REDUNDANT ASSETS

BMO Nesbitt Burns considered in arriving at its opinion as to the value of the
RWCI Restricted Voting Shares whether there were any redundant assets of the
Corporation that would add value over and above the values derived from the
three approaches considered. With regard to the Rogers Campus of buildings that
the Corporation owns, BMO Nesbitt Burns reviewed their treatment in the
historical financials and forecasts of Management and were satisfied that their
value was already imbedded in the values derived by either of the two comparable
multiple approaches and the DCF approach. As described above, BMO Nesbitt Burns
valued separately the available tax losses of both the Corporation and
Microcell.


BENEFITS TO RCI OF ACQUIRING THE RWCI RESTRICTED VOTING SHARES HELD BY MINORITY
SHAREHOLDERS

In arriving at our opinion of the value of the RWCI Restricted Voting Shares,
BMO Nesbitt Burns also reviewed and considered whether any material value would
accrue to a purchaser of


                                       25
<PAGE>

100% of the Corporation's common shares. Management indicated that it did not
foresee any net positive or negative synergy benefits from combining the
Corporation with RCI from a financial point of view as the inter-company
transfer pricing of shared expenses such as call centres, back-office
management, accounting, legal, and investor relations, was generally reflective
of arm's-length pricing. BMO Nesbitt Burns concluded that no material additional
synergy value should be assigned to the RWCI Restricted Voting Shares.


VALUATION SUMMARY

The following is a summary of the range of fair market values of the RWCI
Restricted Voting Shares resulting from the DCF approach, the comparable trading
approach, and the precedent transaction approach:

<TABLE>
<CAPTION>
                                                                 EQUITY VALUE PER
                                                                    RWCI SHARE
                                                             -----------------------
                                                                Low           High
                                                             ---------     ---------
<S>                                                           <C>           <C>
Discounted cash flow approach.............................    $ 47.18       $ 56.46
Comparable trading approach (2005E & 2006E average).......    $ 41.63       $ 52.58
Precedent transaction approach............................    $ 39.08       $ 48.90
</TABLE>


In arriving at its opinion as to the fair market value of the RWCI Restricted
Voting Shares, BMO Nesbitt Burns attributed proportionately more weight to the
DCF approach than to the comparable trading approach and the least amount of
weight to the precedent transaction approach for the reasons expressed above.


VALUATION CONCLUSION

Based upon and subject to the foregoing, including such other matters as we
considered relevant, BMO Nesbitt Burns is of the opinion that, as of November
22, 2004, the fair market value of the RWCI Restricted Voting Shares is in the
range of $46.00 to $54.00 per share.


FAIRNESS OPINION

In considering the fairness, from a financial point of view, of the
consideration offered under the Transaction to the Minority Shareholders, BMO
Nesbitt Burns reviewed, considered and relied upon or carried out, among other
things, the following:

     o    a comparison of the value of the consideration offered under the
          Transaction to the fair market value range of the RWCI Restricted
          Voting Shares determined in the Formal Valuation; and

     o    such other information, investigations and analyses considered
          necessary or appropriate in the circumstances.


                                       26
<PAGE>

VALUE OF THE CONSIDERATION

Pursuant to the Transaction, Minority Shareholders will receive 1.75 RCI
Non-Voting Shares for each RWCI Restricted Voting Share held. The RCI Non-Voting
Shares received by the Minority Shareholders will represent a minority position
in RCI and will not allow the Minority Shareholders to affect control of RCI. As
such, and because based on the analyses undertaken by and information made
available to it, BMO Nesbitt Burns has no reason to believe that the market
price of the RCI Non-Voting Shares is not indicative of value, BMO Nesbitt Burns
concluded that it was not appropriate to consider methodologies that utilize an
"en bloc" approach, and that an "en bloc" valuation is not required, in
assessing the value of RCI Non-Voting Shares. As noted above, the reference to
"en bloc" valuation herein means a valuation where, in accordance with the
Rules, no downward adjustment is made to reflect the liquidity of the
securities, the effect of the transaction or the fact that the securities do not
form part of a controlling interest. In considering the value of the RCI
Non-Voting Shares being offered, BMO Nesbitt Burns has relied upon the market
trading approach. The value range expressed herein in respect of the RCI
Non-Voting Shares constitutes a formal valuation of the RCI Non-Voting Shares in
accordance with the MSPA based upon assumptions specified by the Independent
Committee.

The market trading approach was deemed by BMO Nesbitt Burns to be an appropriate
basis for valuing the consideration offered to the Minority Shareholders under
the Transaction after considering the following factors:

     i.   Liquidity: The last 90 day trading volume of the RCI Non-Voting Shares
          was approximately 63.9 million shares, representing an aggregate
          traded value of $1.68 billion;

     ii.  Market Float: The aggregate value of RCI's publicly traded equity
          securities (excluding insiders and holders of greater than 10% of
          shares outstanding) is approximately $5.0 billion;

     iii. Market Familiarity: The business and affairs of RCI are carefully
          scrutinized by market professionals, with more than 15 analysts
          providing research in respect of its equity securities;

     iv.  Size of the Transaction: The maximum number of RCI Non-Voting Shares
          to be issued in connection with the Transaction (assuming that all of
          the Minority Shareholders tender for the consideration offered,
          specifically 1.75 RCI Non-Voting Shares) is 27.0 million (excluding
          any options exercised for RWCI Restricted Voting Shares), which
          represents approximately 12.5% of the RCI Non-Voting Shares
          outstanding after giving effect to such issuance; and

      v.  Public Disclosure: BMO Nesbitt Burns conducted discussions with RCI
          senior management and was advised that there is no material
          information regarding RCI, the Corporation and Microcell which has not
          been publicly disclosed that would otherwise reasonably be expected to
          affect the market price of the RCI Non-Voting Shares


                                       27
<PAGE>

     vi.  Trading Comparables: As RCI has no direct trading comparables, BMO
          Nesbitt Burns reviewed publicly traded comparable companies for each
          of RCI's three principal businesses - cable, wireless and media, and
          concluded that RCI's current trading value was not inconsistent with
          the implied aggregate value from the trading comparables.


LIQUIDITY AND PRICE ANALYSIS OF RCI NON-VOTING SHARES

BMO Nesbitt Burns considered the trading history of RCI Non-Voting Shares on the
Toronto Stock Exchange ("TSX") over the last twelve months and 90 days. The
volumes and trade-weighted average prices are summarized below:


<TABLE>
<CAPTION>
                                                                                                   Days to
                                                                                                Trade Shares
                                                                                                 to be Issued
                                      Average       Trade Weighted     High          Low         Pursuant to
Period Ending November 19, 2004    Volume on TSX    Average Price      Price        Price       Transaction(1)
- -------------------------------    -------------    --------------    ---------    ---------    --------------
<S>                                  <C>                <C>            <C>          <C>              <C>
1 Day...........................       922,289          $ 29.11        $ 29.60      $ 28.65          29
10 Days.........................     1,606,387          $ 29.01        $ 30.37      $ 27.95          17
20 Days.........................     1,123,374          $ 28.68        $ 30.37      $ 27.01          24
30 Days.........................       953,578          $ 28.33        $ 30.37      $ 26.53          28
60 Days.........................       900,974          $ 27.60        $ 30.37      $ 22.82          30
90 Days.........................       725,941          $ 26.94        $ 30.37      $ 22.82          37
</TABLE>

- ----------
1.   Based on 27.0 million shares owned by Minority Shareholders and the average
     volume for the period.


For the purposes of this Fairness Opinion, BMO Nesbitt Burns concluded that it
was most appropriate to consider a range of trading levels for the RCI
Non-Voting Shares as observed from recent trading activity as presented below:

<TABLE>
<CAPTION>
                                            RCI Non-Voting Shares              Implied
                                               Trade Weighted                  Value of
Period Ending November 19, 2004                 Share Price(1)             Consideration(2)
- -------------------------------             ---------------------          ----------------
<S>                                                <C>                          <C>
1 Day....................................          $ 29.11                      $ 50.94
10 Days..................................          $ 29.01                      $ 50.76
20 Days..................................          $ 28.68                      $ 50.19
30 Days..................................          $ 28.33                      $ 49.58
</TABLE>

- ------------
1.   Highest price traded in last 10 trading days was $30.37.
2.   Based on 1.75 RCI Non-Voting Shares per RWCI Restricted Voting Share.


Based on the market trading analysis, BMO Nesbitt Burns determined a value range
for RCI Non-Voting Shares of $28.00 - $30.00 per RCI Non-Voting Share.


COMPARISON OF THE CONSIDERATION OFFERED TO THE FORMAL VALUATION

Under the terms of the Transaction, the Minority Shareholders would receive
$49.00 - $52.50 per RWCI Restricted Voting Share, which is within the range of
fair market value of the


                                       28
<PAGE>
RWCI Restricted Voting Share as of November 22, 2004, as determined by BMO
Nesbitt Burns.


FAIRNESS OPINION CONCLUSION

Based upon and subject to the foregoing and such other matters as we considered
relevant, BMO Nesbitt Burns is of the opinion that, as of November 22, 2004, the
consideration offered under the Transaction is fair, from a financial point of
view, to the Minority Shareholders.

Yours very truly,



/s/ BMO Nesbitt Burns Inc.
- -----------------------------------
BMO Nesbitt Burns Inc.









                                       29

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.3
<SEQUENCE>4
<FILENAME>t14763exv4w3.txt
<DESCRIPTION>EX-4.3
<TEXT>
<PAGE>

The instructions accompanying this Letter of Acceptance and Transmittal should
be read carefully before this Letter of Acceptance and Transmittal is completed.
The Depositary, the Dealer Manager, the Information Agent or your broker or
other financial advisor can assist you in completing this Letter of Acceptance
and Transmittal (see back page of this document for addresses and telephone
numbers).

                      LETTER OF ACCEPTANCE AND TRANSMITTAL
                    FOR CLASS B RESTRICTED VOTING SHARES OF

                      ROGERS WIRELESS COMMUNICATIONS INC.
                PURSUANT TO THE OFFER DATED NOVEMBER 24, 2004 OF

                           ROGERS COMMUNICATIONS INC.
                                      AND
                             RWCI ACQUISITION INC.

THE OFFER WILL BE OPEN FOR ACCEPTANCE UNTIL MIDNIGHT (LOCAL TIME) ON DECEMBER
30, 2004 (THE "EXPIRY TIME"), UNLESS THE OFFER IS EXTENDED OR WITHDRAWN.

     This Letter of Acceptance and Transmittal (or a facsimile thereof),
properly completed and duly executed, together with all other required
documents, must accompany share certificates for Class B Restricted Voting
Shares ("RWCI Restricted Voting Shares") of Rogers Wireless Communications Inc.
(the "Corporation") deposited pursuant to the offer (the "Offer") dated November
24, 2004, made by Rogers Communications Inc. ("RCI") and its wholly-owned
subsidiary RWCI Acquisition Inc. ("RCI Subco" and together with RCI, the
"Offerors") to holders of RWCI Restricted Voting Shares. All such documents must
be actually delivered to the Depositary at or before the Expiry Time.

     The terms and conditions of the Offer are incorporated by reference in this
Letter of Acceptance and Transmittal. Capitalized terms used but not defined in
this Letter of Acceptance and Transmittal which are defined in the Offer to
Purchase (the "Offer to Purchase") and accompanying Circular (together, the
"Offer to Purchase and Circular") dated November 24, 2004, have the respective
meanings ascribed to them in the Offer to Purchase and Circular.

     Holders of RWCI Restricted Voting Shares who wish to deposit RWCI
Restricted Voting Shares but whose certificates for such RWCI Restricted Voting
Shares are not immediately available or who cannot deliver all other required
documents to the Depositary by the Expiry Time may deposit their RWCI Restricted
Voting Shares in accordance with the guaranteed delivery procedure described in
Section 3 of the Offer to Purchase, "Manner of Acceptance -- Guaranteed
Delivery". See Instruction 2 herein, "Procedure for Guaranteed Delivery".

     DELIVERY OF THIS LETTER OF ACCEPTANCE AND TRANSMITTAL TO AN ADDRESS OTHER
THAN AS SET FORTH BELOW WILL NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY.
YOU MUST SIGN THIS LETTER OF ACCEPTANCE AND TRANSMITTAL IN THE APPROPRIATE SPACE
PROVIDED BELOW AND IF YOU ARE A U.S. SHAREHOLDER, YOU MUST ALSO COMPLETE THE
SUBSTITUTE FORM W-9 SET FORTH BELOW.
<PAGE>

     TO: ROGERS COMMUNICATIONS INC. OR RWCI ACQUISITION INC., AS APPLICABLE

     AND TO: COMPUTERSHARE INVESTOR SERVICES INC. (THE "DEPOSITARY"), AT ITS
             OFFICES SET OUT HEREIN

     The undersigned delivers to you the enclosed certificate(s) for RWCI
Restricted Voting Shares and, subject only to the provisions of the Offer
regarding withdrawal, irrevocably accepts the Offer for such RWCI Restricted
Voting Shares and hereby assigns all right, title and interest therein to the
purchasing Offeror as provided herein. The following are the details of the
enclosed certificate(s):

<Table>
<Caption>
- ------------------------------------------------------------------------------------------------------------------------------
                                    DESCRIPTION OF RWCI RESTRICTED VOTING SHARES DEPOSITED
- ------------------------------------------------------------------------------------------------------------------------------
                                                                                     NUMBER OF RWCI
                                                                                   RESTRICTED VOTING        NUMBER OF RWCI
                         NAME(S) AND ADDRESS(ES) OF HOLDER(S) (PLEASE FILL IN    SHARES REPRESENTED BY    RESTRICTED VOTING
CERTIFICATE NUMBER(S)       EXACTLY AS NAME(S) APPEAR(S) ON CERTIFICATE(S))           CERTIFICATE         SHARES DEPOSITED*
- ------------------------------------------------------------------------------------------------------------------------------
<S>                    <C>                                                       <C>                    <C>




- ------------------------------------------------------------------------------------------------------------------------------




- ------------------------------------------------------------------------------------------------------------------------------




- ------------------------------------------------------------------------------------------------------------------------------




- ------------------------------------------------------------------------------------------------------------------------------




                                               TOTAL:
                                                                                  ------------------------------------------

  (If space is insufficient, please attach a list to this Letter of Acceptance and Transmittal in the above form.)
- ------------------------------------------------------------------------------------------------------------------------------

  * Unless otherwise indicated, all RWCI Restricted Voting Shares evidenced by any certificate(s) submitted to the Depositary
    will be deemed to have been deposited under the Offer. See Instruction 7, "Partial Deposits".
- ------------------------------------------------------------------------------------------------------------------------------
</Table>

     The undersigned hereby acknowledges receipt of the Offer to Purchase and
Circular and represents and warrants that: (i) the undersigned has full power
and authority to deposit, sell, assign and transfer the RWCI Restricted Voting
Shares covered by this Letter of Acceptance and Transmittal (the "Deposited
Shares") being deposited; (ii) the undersigned or the Person on whose behalf the
Deposited Shares are being deposited owns the Deposited Shares that are being
deposited; (iii) the Deposited Shares have not been sold, assigned or
transferred, nor has any agreement been entered into to sell, assign or transfer
any of the Deposited Shares, to any other Person; (iv) the deposit of the
Deposited Shares complies with applicable laws; and (v) when the Deposited
Shares are taken up and paid for by the purchasing Offeror, such Offeror will
acquire good title thereof, free and clear of all liens, restrictions, charges,
encumbrances, claims, adverse interests and rights of others. The acceptance of
the Offer pursuant to the procedures set forth herein shall constitute a binding
agreement between the depositing holder of RWCI Restricted Voting Shares and the
purchasing Offeror in accordance with the terms and conditions of the Offer.

     The undersigned acknowledges that all questions as to validity, form,
eligibility (including timely receipt) and acceptance of any RWCI Restricted
Voting Shares deposited pursuant to the Offer and of any notice of withdrawal
shall be determined by the Offerors in their sole discretion and that such
determination shall be final and binding. The undersigned acknowledges that
there is no duty or obligation upon the Offerors, the Depositary or any other
person to give notice of any defect or irregularity in any deposit or notice of
withdrawal and no liability will be incurred by any of them for failure to give
any such notice.

     The undersigned recognizes that, under the circumstances set forth in
Section 4 of the Offer to Purchase, "Conditions of the Offer", the Offerors may
not be required to accept for payment any of the RWCI Restricted Voting Shares
deposited hereby. The undersigned acknowledges that such conditions are for the
exclusive benefit of the Offerors and may be asserted by the Offerors regardless
of the circumstances giving rise to such assertion, including any action or
inaction by the Offerors or may be waived by the Offerors in whole or in part,
at any time and from time to time, prior to the Expiry Time without prejudice to
any other rights which the Offerors may have.

     IN CONSIDERATION OF THE OFFER AND FOR VALUE RECEIVED, upon the terms and
subject to the conditions set forth in the Offer to Purchase and in this Letter
of Acceptance and Transmittal, subject only to the provisions of the Offer to
Purchase regarding withdrawal rights, the undersigned irrevocably accepts the
Offer for and

                                        2
<PAGE>

in respect of the Deposited Shares and delivers to you the enclosed RWCI
Restricted Voting Share certificate(s) representing the Deposited Shares and, on
and subject to the terms and conditions of the Offer to Purchase, deposits,
sells, assigns and transfers to the purchasing Offeror as provided herein all
right, title and interest in and to the Deposited Shares, and in and to all
rights and benefits arising from the Deposited Shares.

     If the undersigned's RWCI Restricted Voting Share certificates are not
immediately available, or the undersigned cannot deliver its RWCI Restricted
Voting Share certificates and all other required documents to the Depositary by
the Expiry Time, the undersigned must deliver its RWCI Restricted Voting Shares
according to the guaranteed delivery procedures set forth in Section 3 of the
Offer to Purchase, "Manner of Acceptance -- Guaranteed Delivery".

     The undersigned irrevocably appoints each officer of the Depositary and
each officer of the purchasing Offeror and any other Person designated by such
Offeror in writing, as the true and lawful agents, attorneys and attorneys-in-
fact and proxies of the undersigned with respect to RWCI Restricted Voting
Shares registered in the name of the holder on the share register of the
Corporation and deposited pursuant to the Offer and purchased by an Offeror (the
"Purchased Securities").

     The power of attorney granted under this Letter of Acceptance and
Transmittal shall be effective on and after the date that the purchasing Offeror
takes up and pays for Purchased Securities (the "Effective Date"), with full
power of substitution and resubstitution in the name of and on behalf of the
undersigned (such power of attorney, coupled with an interest, being
irrevocable) to: (i) register or record the transfer of Purchased Securities on
the share register of the Corporation; (ii) execute and deliver, as and when
requested by the purchasing Offeror, any instruments of proxy, authorization or
consent in form and on terms satisfactory to the Corporation in respect of such
Purchased Securities, revoke any such instrument, authorization or consent or
designate in such instrument, authorization or consent any Person or Persons as
the proxy of such holder in respect of the Purchased Securities for all
purposes, including in connection with any meeting (whether annual, special or
otherwise or any adjournment thereof) of holders of the relevant securities of
the Corporation; and (iii) exercise any rights of the undersigned with respect
to such Purchased Securities all as set forth in this Letter of Acceptance and
Transmittal.

     The undersigned also agrees, effective on and after the Effective Date, not
to vote any of the Purchased Securities at any meeting (whether annual, special
or otherwise or any adjournment thereof) of holders of RWCI Restricted Voting
Shares and not to exercise any or all of the other rights or privileges attached
to the Purchased Securities and agrees to execute and deliver to the purchasing
Offeror any and all instruments of proxy, authorizations or consents, in form
and on terms satisfactory to such Offeror, in respect of all or any of the
Purchased Securities, and to designate in such instruments of proxy the Person
or Persons specified by such Offeror as the proxy or the proxy nominee or
nominees of the holder in respect of the Purchased Securities. Upon such
appointment, all prior proxies given by the holder of such Purchased Securities
with respect thereto shall be revoked and no subsequent proxies may be given by
such Person with respect thereto.

     The undersigned covenants and agrees to execute, upon request of the
purchasing Offeror, any additional documents, transfers and other assurances as
may be necessary or desirable to complete the sale, assignment and transfer of
the Purchased Securities to such Offeror and acknowledges that all authority
therein conferred or agreed to be conferred may be exercised during any
subsequent legal incapacity of the undersigned and shall, to the extent
permitted by law, survive the death or incapacity, bankruptcy or insolvency of
the undersigned and all obligations of the undersigned therein shall be binding
upon the heirs, personal representatives, successors and assigns of the
undersigned.

     NO FRACTIONAL RCI NON-VOTING SHARES SHALL BE ISSUED PURSUANT TO THE OFFER.
IN LIEU OF A FRACTIONAL RCI NON-VOTING SHARE, A SHAREHOLDER ACCEPTING THE OFFER
WILL RECEIVE A CASH PAYMENT DETERMINED BASED ON A PRICE OF $28.70 PER RCI
NON-VOTING SHARE.

     The undersigned instructs the purchasing Offeror and the Depositary, upon
such Offeror taking up the Deposited Shares, to issue or cause to be issued, and
representing the Offer Consideration to which the undersigned is entitled, share
certificate(s) representing the RCI Non-Voting Shares issued in exchange for
Deposited Shares and a cheque (in lieu of fractional shares), if applicable, and
to mail such certificates and cheque, if applicable, by first class mail,
postage prepaid, or to hold such cheque, if any, for pick-up, in accordance with
the instructions given below. All amounts payable by an Offeror for fractional
shares will be in Canadian currency. Should any Deposited Shares not be
purchased, the deposited certificates and other relevant documents shall be
returned promptly in accordance with the instructions in the preceding sentence.
The undersigned acknowledges that the Offerors have no obligation pursuant to

                                        3
<PAGE>

the instructions given below to transfer any Deposited Shares from the name of
the registered holder thereof if an Offeror does not purchase any of the
Deposited Shares.

     By reason of the use by the undersigned of an English language form of
Letter of Acceptance and Transmittal, the undersigned shall be deemed to have
required that any contract evidenced by the Offer as accepted through this
Letter of Acceptance and Transmittal, as well as all documents related thereto,
be drawn exclusively in the English language. En raison de l'usage d'une lettre
d'envoi en langue anglaise par le soussigne, le soussigne et les destinataires
sont reputes avoir requis que tout contrat atteste par les offres acceptees par
cette lettre d'acceptation et d'envoi, de m( 7/8)eme que tous les documents qui
s'y rapportent, soient rediges exclusivement en langue anglaise.

                                        4
<PAGE>

                                   IMPORTANT:

        HOLDERS OF RWCI RESTRICTED VOTING SHARES: SIGN HERE AND COMPLETE
        THIS SECTION IF YOU WISH TO DEPOSIT YOUR RWCI RESTRICTED VOTING
                                    SHARES.

Dated: ------------------------------------------------------------------, 2004

- --------------------------------------------------------------------------------
       SIGNATURE OF HOLDER OF RWCI RESTRICTED VOTING SHARES OR AUTHORIZED
                               REPRESENTATIVE --
                            SEE INSTRUCTIONS 3 AND 5

- --------------------------------------------------------------------------------
                NAME OF HOLDER OF RWCI RESTRICTED VOTING SHARES
                             (PLEASE PRINT OR TYPE)

- --------------------------------------------------------------------------------
                NAME OF AUTHORIZED REPRESENTATIVE, IF APPLICABLE
                             (PLEASE PRINT OR TYPE)

- --------------------------------------------------------------------------------
      DAYTIME TELEPHONE NUMBER OF HOLDER OF RWCI RESTRICTED VOTING SHARES
                          OR AUTHORIZED REPRESENTATIVE

- --------------------------------------------------------------------------------
      DAYTIME FACSIMILE NUMBER OF HOLDER OF RWCI RESTRICTED VOTING SHARES
                          OR AUTHORIZED REPRESENTATIVE

- --------------------------------------------------------------------------------
                    TAX IDENTIFICATION, SOCIAL INSURANCE OR
       SOCIAL SECURITY NUMBER OF HOLDER OF RWCI RESTRICTED VOTING SHARES

          COMPLETE THE FOLLOWING SIGNATURE GUARANTEE ONLY IF REQUIRED
                           UNDER INSTRUCTION 4 BELOW:

           Signature guaranteed by (if required under Instruction 4):

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                       AUTHORIZED SIGNATURE OF GUARANTOR

- --------------------------------------------------------------------------------
                    NAME OF GUARANTOR (PLEASE PRINT OR TYPE)

- --------------------------------------------------------------------------------
                  ADDRESS OF GUARANTOR (PLEASE PRINT OR TYPE)

                                        5
<PAGE>

           ELIGIBILITY TO TENDER RWCI RESTRICTED VOTING SHARES TO RCI

You must complete the following if you are an Eligible Holder and wish to tender
your RWCI Restricted Voting Shares to RCI. An "Eligible Holder" is a Shareholder
who is (a) a resident of Canada for the purposes of the Income Tax Act (Canada),
as amended ("Tax Act"), holds RWCI Restricted Voting Shares as capital property
and is not exempt from tax on income under the Tax Act, or (b) a non-resident of
Canada for the purposes of the Tax Act whose RWCI Restricted Voting Shares
constitute "taxable Canadian property" (as defined by the Tax Act) and who is
not exempt from Canadian tax in respect of any capital gain realized on the
disposition of RWCI Restricted Voting Shares by reason of an exemption contained
in an applicable income tax treaty, or (c) a partnership if one or more members
of the partnership are described in (a) or (b);

I hereby certify that (i) I am an Eligible Holder and (ii) I am tendering RWCI
Restricted Voting Shares to RCI for purposes of achieving a tax-deferred
rollover.

I agree, at the request of RCI, to co-operate in good faith with RCI in
connection with the preparation, filing and execution of any documents required
pursuant to an election under subsection 85(1) of the Tax Act (this election may
benefit RCI, and would provide Shareholders with the ability to make the
exchange of RWCI Restricted Voting Shares for RCI Non-Voting Shares on the same
tax-deferred rollover basis as described in the Circular).

Dated this   day of           , 2004.
                                         ---------------------------------------
                                         Signature of holder of RWCI Restricted
                                         Voting Shares or Authorized
                                         Representative -- see Instructions 3
                                         and 5

You should refer to "Material Canadian Federal Income Tax Considerations" and
"Material United States Federal Income Tax Considerations" in the Circular
before completing this section.

ELIGIBLE HOLDERS WHO DO NOT SEEK A TAX-DEFERRED ROLLOVER SHOULD NOT COMPLETE THE
FOREGOING CERTIFICATE. SHAREHOLDERS WHO DO NOT COMPLETE THE CERTIFICATE WILL BE
DEEMED TO HAVE TENDERED THEIR SHARES TO RCI SUBCO.

                                    BLOCK A

                     REGISTRATION AND PAYMENT INSTRUCTIONS

                    CERTIFICATE/ISSUE CHEQUE IN THE NAME OF:

                             (please print or type)

- --------------------------------------------------------------------------------
                                     (NAME)

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                          (STREET ADDRESS AND NUMBER)

- --------------------------------------------------------------------------------
                          (CITY AND PROVINCE OR STATE)

- --------------------------------------------------------------------------------
                    (COUNTRY AND POSTAL CODE (OR ZIP) CODE)

- --------------------------------------------------------------------------------
                         (TELEPHONE -- BUSINESS HOURS)

- --------------------------------------------------------------------------------
                    (TAX IDENTIFICATION, SOCIAL INSURANCE OR
                            SOCIAL SECURITY NUMBER)

              (U.S. SHAREHOLDERS SEE FORM W-9 AND INSTRUCTION 10)

                                    BLOCK B

                             DELIVERY INSTRUCTIONS

                         (Unless Block "C" is checked)

                          SEND CERTIFICATE/CHEQUE TO:

                             (please print or type)

- --------------------------------------------------------------------------------
                                     (NAME)

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                          (STREET ADDRESS AND NUMBER)

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                          (CITY AND PROVINCE OR STATE)

- --------------------------------------------------------------------------------
                    (COUNTRY AND POSTAL CODE (OR ZIP) CODE)

              (U.S. SHAREHOLDERS SEE FORM W-9 AND INSTRUCTION 10)

                                        6
<PAGE>

                                    BLOCK C

[ ]  HOLD CHEQUE FOR PICK-UP AT THE OFFICES OF THE DEPOSITARY WHERE THIS LETTER
     OF ACCEPTANCE AND TRANSMITTAL IS DEPOSITED. (Check box)

                                    BLOCK D

[ ]  CHECK HERE IF RWCI RESTRICTED VOTING SHARES ARE BEING DEPOSITED PURSUANT TO
     A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND
     COMPLETE THE FOLLOWING: (please print or type)

Name of Registered Holder: ---------- Date of Execution of Notice: ----------

Window Ticket Number (if any)
                              --------------------------------------------------

Name of Institution which Guaranteed Delivery
                                             -----------------------------------

                                    BLOCK E

              DEALER OR BROKER SOLICITING ACCEPTANCE OF THE OFFER

                              (See Instruction 8)

  The owner signing above represents that the member of the Soliciting Dealer
                            Group who solicited and
                obtained this deposit is: (please print or type)

<Table>
<S>                              <C>                              <C>
   -------------------------        -------------------------        -------------------------
             (FIRM)                (REGISTERED REPRESENTATIVE)           (TELEPHONE NUMBER)



   -------------------------        -------------------------
           (ADDRESS)                          (FAX)
</Table>

[ ]  CHECK HERE IF LIST OF BENEFICIAL HOLDERS IS ATTACHED

[ ]  CHECK HERE IF DISKETTE TO FOLLOW

                                        7
<PAGE>

                              SUBSTITUTE FORM W-9

                  TO BE COMPLETED BY U.S. SECURITYHOLDERS ONLY
                              (SEE INSTRUCTION 10)

<Table>
<Caption>
<S>                          <C>                                                           <C>
- --------------------------------------------------------------------------------------------------------------------------
                                                      PAYOR'S NAME:
- --------------------------------------------------------------------------------------------------------------------------
  SUBSTITUTE                   PART I -- PLEASE PROVIDE YOUR TIN IN THE BOX AT THE RIGHT                 TIN:
  FORM W-9                     AND CERTIFY BY SIGNING AND DATING BELOW.                        -----------------------
                                                                                               SOCIAL SECURITY NUMBER
                                                                                             OR   -----------------------
                                                                                           EMPLOYER IDENTIFICATION NUMBER
                             ---------------------------------------------------------------------------------------------
                               PART II -- For Payees exempt from backup withholding, see the enclosed Guidelines for
                               Certification of Taxpayer Identification Number on Substitute Form W-9 and complete as
                               instructed therein.
                               -------------------------------------------------------------------------------------------
  PAYOR'S REQUEST FOR          PART III -- Certification -- Under penalties of perjury, I certify that:
  TAXPAYER IDENTIFICATION
      NUMBER ("TIN") AND       (1) The number shown on this form is my correct TIN (or I am waiting for a number to be
      CERTIFICATION            issued to me); and
                               (2) I am not subject to backup withholding because: (a) I am exempt from backup withholding
                               or (b) I have not been notified by the Internal Revenue Service ('IRS') that I am subject
                                   to backup withholding as a result of a failure to report all interest or dividends or
                                   (c) the IRS has notified me that I am no longer subject to backup withholding; and
                               (3) I am a U.S. person (including a U.S. resident alien).
                               -------------------------------------------------------------------------------------------
                               SIGNATURE: --------------------------------------                          DATE: ----------
- --------------------------------------------------------------------------------------------------------------------------
   CERTIFICATION INSTRUCTIONS -- You must cross out item (2) above if you have been notified by the IRS that you are
   subject to backup withholding because of underreporting interest or dividends on your tax return. However, if after
   being notified by the IRS that you were subject to backup withholding, you received another notification from the IRS
   that you are no longer subject to backup withholding, do not cross out item (2). (Also see the instructions in the
   enclosed Guidelines.)
</Table>

NOTE:  FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY RESULT IN
       BACKUP WITHHOLDING OF A PORTION OF ALL REPORTABLE PAYMENTS MADE TO YOU.
       PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
       IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU ARE AWAITING YOUR TIN.

             CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

     I certify under penalties of perjury that a TIN has not been issued to me,
and either (a) I have mailed or delivered an application to receive a TIN to the
appropriate IRS Center or Social Security Administration Office or (b) I intend
to mail or deliver an application in the near future. I understand that if I do
not provide a TIN by the time of payment, a portion of all reportable payments
made to me will be withheld.

Signature: ------------------------------ Date: -------------------------

                                        8
<PAGE>

                                  INSTRUCTIONS

1.  USE OF LETTER OF ACCEPTANCE AND TRANSMITTAL

     (a)  This Letter of Acceptance and Transmittal (or a manually signed
          facsimile thereof) together with accompanying certificates
          representing the Deposited Shares and all other documents required by
          the terms of the Offer to Purchase and this Letter of Acceptance and
          Transmittal must be physically received by the Depositary at any of
          the offices specified on the back cover page by the Expiry Time,
          unless the Offer in respect of the RWCI Restricted Voting Shares is
          extended or unless the procedure for guaranteed delivery set out in
          Instruction 2 below is used.

     (b)  THE METHOD USED TO DELIVER THIS LETTER OF ACCEPTANCE AND TRANSMITTAL
          AND ANY ACCOMPANYING CERTIFICATES REPRESENTING RWCI RESTRICTED VOTING
          SHARES IS AT THE OPTION AND RISK OF THE HOLDER, AND DELIVERY WILL BE
          DEEMED EFFECTIVE ONLY WHEN SUCH DOCUMENTS ARE ACTUALLY RECEIVED BY THE
          DEPOSITARY. THE OFFERORS RECOMMEND THAT THE NECESSARY DOCUMENTATION BE
          HAND DELIVERED TO THE DEPOSITARY AT ANY OF ITS OFFICES SPECIFIED
          BELOW, AND A RECEIPT OBTAINED; OTHERWISE THE USE OF REGISTERED MAIL
          WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED.
          HOLDERS OF RWCI RESTRICTED VOTING SHARES WHOSE RWCI RESTRICTED VOTING
          SHARES ARE REGISTERED IN THE NAME OF A BROKER, DEALER, BANK, TRUST
          COMPANY OR OTHER NOMINEE SHOULD CONTACT THAT NOMINEE FOR ASSISTANCE IN
          DEPOSITING THOSE RWCI RESTRICTED VOTING SHARES.

2.  PROCEDURE FOR GUARANTEED DELIVERY

     If a holder of RWCI Restricted Voting Shares wishes to deposit such RWCI
Restricted Voting Shares pursuant to the Offer and certificates for such RWCI
Restricted Voting Shares are not immediately available or the holder cannot
deliver all other required documents to the Depositary by the Expiry Time, those
RWCI Restricted Voting Shares may nevertheless be deposited under the Offer
provided that all of the following conditions are met:

     (a)  the deposit is made by or through an Eligible Institution (as defined
          below);

     (b)  a Notice of Guaranteed Delivery (which is printed on green paper) in
          the form accompanying the Offer to Purchase and Circular or a
          facsimile thereof, properly completed and duly executed, including a
          guarantee by an Eligible Institution in the form specified in the
          Notice of Guaranteed Delivery, is received by the Depositary at the
          applicable addresses set out in the Notice of Guaranteed Delivery by
          the Expiry Time; and

     (c)  the certificate(s) representing the deposited RWCI Restricted Voting
          Shares in proper form for transfer, together with this Letter of
          Acceptance and Transmittal (or a facsimile hereof), properly completed
          and duly executed with any required signature guarantees, covering the
          deposited RWCI Restricted Voting Shares and all other documents
          required by this Letter of Acceptance and Transmittal, are received by
          the Depositary at the applicable address specified in the Notice of
          Guaranteed Delivery before 5:00 p.m., Toronto time, on the third
          trading day on the TSX after the Expiry Time.

     The Notice of Guaranteed Delivery may be delivered by hand or transmitted
by facsimile or mail to the Depositary at the applicable addresses set out in
the Notice of Guaranteed Delivery and must include a guarantee by an Eligible
Institution in the form set out in the Notice of Guaranteed Delivery. DELIVERY
OF THE NOTICE OF GUARANTEED DELIVERY AND THIS LETTER OF ACCEPTANCE AND
TRANSMITTAL AND ACCOMPANYING RWCI RESTRICTED VOTING SHARE CERTIFICATES TO ANY
OFFICE OTHER THAN SUCH OFFICES OF THE DEPOSITARY DOES NOT CONSTITUTE DELIVERY
FOR PURPOSES OF SATISFYING A GUARANTEED DELIVERY.

     An "Eligible Institution" means a Canadian Schedule I chartered bank, a
major trust company in Canada, a member of the Securities Transfer Agent
Medallion Program (STAMP), a member of the Stock Exchange Medallion Program
(SEMP), a member of the New York Stock Exchange, Inc. Medallion Signature
Program (MSP) or any other "Eligible Guarantor Institution", as such term is
defined in Rule 17Ad-15 of the Exchange Act.

                                        9
<PAGE>

3.  SIGNATURES

     This Letter of Acceptance and Transmittal must be completed and signed by
the registered holder of Deposited Shares accepting the Offer described above or
by such holder's duly authorized representative (in accordance with Instruction
5).

     (a)  If this Letter of Acceptance and Transmittal is signed by the
          registered owner(s) of the accompanying certificate(s), such
          signature(s) on this Letter of Acceptance and Transmittal must
          correspond with the name(s) as registered or as written on the face of
          such certificate(s) without any change whatsoever, and the
          certificate(s) need not be endorsed. If any of the RWCI Restricted
          Voting Shares tendered hereby are owned of record by two or more joint
          owners, all such owners must sign this Letter of Acceptance and
          Transmittal.

     (b)  If this Letter of Acceptance and Transmittal is signed by a person
          other than the registered owner(s) of the accompanying certificate(s),
          or if payment is to be issued in the name of a person other than the
          registered owner(s):

        (i)   such deposited certificate(s) must be endorsed or accompanied by
              an appropriate share transfer power of attorney duly and properly
              completed by the registered owner(s); and

        (ii)  the signature(s) on such endorsement or power of attorney must
              correspond exactly to the name(s) of the registered owner(s) as
              registered or as appearing on the certificate(s) and must be
              guaranteed as noted in Instruction 4 below.

4.  GUARANTEE OF SIGNATURES

     If this Letter of Acceptance and Transmittal is signed by a person other
than the registered owner(s) of the Deposited Shares, or if Deposited Shares not
purchased are to be returned to a person other than such registered owner(s) or
sent to an address other than the address of the registered owner(s) as shown on
the register of the Corporation or if payment is to be issued in the name of a
person other than the registered owner(s) of the Deposited Shares, such
signature must be guaranteed by an Eligible Institution in the space provided on
the signature page, or in some other manner acceptable to the Depositary (except
that no guarantee is required if the signature is that of an Eligible
Institution).

5.  FIDUCIARIES, REPRESENTATIVES AND AUTHORIZATIONS

     Where this Letter of Acceptance and Transmittal is executed by a person
acting as an executor, administrator, trustee or guardian, or on behalf of a
corporation, partnership or association or is executed by any other person
acting in a representative capacity, such person should so indicate when signing
and this Letter of Acceptance and Transmittal must be accompanied by
satisfactory evidence of the authority to act. The Offerors or the Depositary,
at their discretion, may require additional evidence of authority or additional
documentation.

6.  SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS

     If share certificate(s) and/or any cheque(s) to which the registered
owner(s) of deposited RWCI Restricted Voting Shares is (are) entitled is to be
issued in the name of a person other than such registered owner(s), complete
Block A on this Letter of Acceptance and Transmittal. If Block A is not
completed, such share certificate(s) and/or any cheque(s) will be issued in the
name of the registered owner(s).

     If such share certificate(s) and/or any cheque(s) is (are) to be mailed to
a person other than the registered owner(s), complete Block B on this Letter of
Acceptance and Transmittal. If such share certificate(s) and/or any cheque(s) is
(are) to be held for pick-up at the offices of the Depositary, complete Block C.
If neither Block B nor Block C is completed, such share certificate(s) and/or
any cheque(s) will be mailed to the address of the registered owner(s) as shown
on the registers of the Corporation.

7.  PARTIAL DEPOSITS

     If the registered owner(s) wish(es) to deposit less than the total number
of RWCI Restricted Voting Shares evidenced by any certificate submitted, fill in
the number of RWCI Restricted Voting Shares to be deposited in the appropriate
space on this Letter of Acceptance and Transmittal. In such case, new
certificate(s) for the number of RWCI Restricted Voting Shares not deposited
will be sent to the registered holder as soon as practicable after the Expiry
Time. The total number of RWCI

                                        10
<PAGE>

Restricted Voting Shares evidenced by all certificates delivered will be deemed
to have been deposited unless otherwise indicated.

8.  SOLICITATION

     Identify the dealer or broker, if any, who solicited acceptance of the
Offer by completing Block E on this Letter of Acceptance and Transmittal.
Present a list of beneficial holders, if applicable.

9.  STOCK TRANSFER TAXES

     Except as otherwise provided in this Instruction 9, the Offerors will pay
all stock transfer taxes with respect to the transfer and sale of any RWCI
Restricted Voting Shares to them or their order pursuant to the Offer. If,
however, payment of the purchase price is to be made to, or if certificates for
RWCI Restricted Voting Shares not deposited or not accepted for payment are to
be registered in the name of, any person other than the registered holder(s), or
if deposited certificates for RWCI Restricted Voting Shares are registered in
the name of any person other than the person(s) signing this Letter of
Acceptance and Transmittal, the amount of any stock transfer taxes (whether
imposed on the registered holder(s) or such other person) payable on account of
the transfer to such other person will be deducted from the amount payable, if
any, by an Offeror to a Shareholder in lieu of fractional shares or if such
amount payable is insufficient, promptly remitted and transferred to the
purchasing Offeror, unless evidence satisfactory to such Offeror, in its sole
discretion, of the payment of such taxes, or exemption therefrom, is submitted.

10.  BACKUP WITHHOLDING

     Under U.S. Federal income tax law, a Shareholder whose Deposited Shares are
accepted for payment is required, unless an exemption applies, to provide the
Depositary (as payer) with such Shareholder's correct taxpayer identification
number ("TIN") on the Substitute Form W-9 above in order to avoid "backup
withholding" of the U.S. Federal income tax on payments of cash pursuant to the
Offer. In addition, the Shareholder must certify under penalties of perjury that
such TIN is correct and that such Shareholder is not subject to backup
withholding. If a tendering Shareholder is subject to backup withholding, such
Shareholder must cross out item (2) of the Certification box on the Substitute
Form W-9. If such Shareholder is an individual, the TIN is such Shareholder's
social security number.

     The tendering Shareholder should indicate in Part III of the Substitute
Form W-9 if the tendering Shareholder has not been issued a TIN and has applied
for or intends to apply for a TIN in the near future, in which case the
tendering Shareholder should complete the Certificate of Awaiting Taxpayer
Identification Number above. Notwithstanding that the Shareholder has indicated
in Part III that a TIN has been applied for and has completed the Certificate of
Awaiting Taxpayer Identification Number, the Depositary will withhold 30% of all
cash payments, if any, made pursuant to the Offer until a TIN is provided to the
Depositary. However, such amounts will be refunded to such Shareholder if a TIN
is provided to the Depositary within 60 days.

     If the Depositary is not provided with the correct TIN or the
certifications described above, the Shareholder may be subject to a $50 penalty
imposed by the Internal Revenue Service. In addition, payments of cash to such
Shareholder with respect to Deposited Shares purchased pursuant to the Offer may
be subject to backup withholding of 30%.

     Backup withholding is not an additional income tax. Rather, the amount of
the backup withholding can be credited against the U.S. Federal income tax
liability of the person subject to the backup withholding, provided that the
required information is given to the IRS. If backup withholding results in an
overpayment of taxes, a refund can be obtained by filing an income tax return
with the IRS.

     The Shareholder is required to give the Depositary the TIN (i.e., social
security number or employer identification number) of the record owner of the
Deposited Shares. If the Deposited Shares are held in more than one name or are
not in the name of the actual owner, consult the enclosed Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 for
additional guidance on which number to report.

     Certain Shareholders (including, among others, all corporations and certain
foreign individuals and entities) are not subject to backup withholding.
Non-corporate non-U.S. Shareholders should complete and sign the main signature
form and a Form W-8BEN, Certificate of Foreign Status of Beneficial Owner for
United States Tax Withholding, signed under penalties of perjury, attesting to
that Shareholder's exempt status, in order to avoid backup withholding. A copy
of

                                        11
<PAGE>

Form W-8BEN may be obtained from the Information Agent. Exempt Shareholders,
other than non-U.S. Shareholders, should furnish their TIN, write "Exempt" in
Part II of the Substitute Form W-9 above, and sign, date and return the
Substitute Form W-9 to the Depositary. See the enclosed Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 for more
instructions.

11.  MISCELLANEOUS

     (a) If the space on this Letter of Acceptance and Transmittal is
         insufficient to list all certificates for Deposited Shares, additional
         certificate numbers and number of Deposited Shares may be included on a
         separate signed list affixed to this Letter of Acceptance and
         Transmittal.

     (b) If Deposited Shares are registered in different forms (e.g., "John Doe"
         and "J. Doe"), a separate Letter of Acceptance and Transmittal should
         be signed for each different registration.

     (c) No alternative, conditional or contingent deposits will be acceptable.
         All depositing holders of RWCI Restricted Voting Shares by execution of
         this Letter of Acceptance and Transmittal (or a facsimile hereof) waive
         any right to receive any notice of the acceptance of Deposited Shares
         for payment, except as required by applicable law.

     (d) The Offer and any agreement resulting from the acceptance of the Offer
         will be construed in accordance with and governed by the laws of the
         Province of Ontario and the federal laws of Canada applicable therein.
         Each party to any agreement resulting from the acceptance of the Offer
         unconditionally and irrevocably attorns to the exclusive jurisdiction
         of the courts of the Province of Ontario.

     (e) The Offerors will not pay any fees or commissions to any broker or
         dealer or any other Person for soliciting deposits of RWCI Restricted
         Voting Shares pursuant to the Offer except as otherwise set forth in
         the Offer to Purchase (other than to the Dealer Manager, the Soliciting
         Dealers, Information Agent and the Depositary).

     (f) Additional copies of the Offer to Purchase and Circular, this Letter of
         Acceptance and Transmittal and the Notice of Guaranteed Delivery may be
         obtained from the Depositary at the addresses listed below.

     (g) ANY QUESTIONS AND REQUESTS FOR ASSISTANCE MAY BE DIRECTED BY HOLDERS OF
         SHARES TO THE DEPOSITARY, THE DEALER MANAGER OR THE INFORMATION AGENT
         AT THEIR RESPECTIVE TELEPHONE NUMBERS AND LOCATIONS SET OUT BELOW.
         SHAREHOLDERS MAY ALSO CONTACT THEIR BROKER, DEALER, COMMERCIAL BANK,
         TRUST COMPANY OR OTHER NOMINEE FOR ASSISTANCE CONCERNING THE OFFER.

     (h) The Offerors reserve the right in their absolute discretion to instruct
         the Depositary of any defect or irregularity contained in any Letter of
         Acceptance and Transmittal received.

12.  LOST CERTIFICATES

     If a RWCI Restricted Voting Share certificate has been lost or destroyed,
this Letter of Acceptance and Transmittal should be completed as fully as
possible and forwarded, together with a letter describing the loss, to the
Depositary. The Depositary will forward such letter to the Corporation's
registrar and transfer agent so that the transfer agent may provide replacement
instructions. If a RWCI Restricted Voting Share certificate has been lost or
destroyed, please ensure that you provide your telephone number so that the
Depositary or the Corporation's transfer agent may contact you.

     THIS LETTER OF ACCEPTANCE AND TRANSMITTAL OR A MANUALLY SIGNED FACSIMILE
(TOGETHER WITH CERTIFICATES FOR RWCI RESTRICTED VOTING SHARES AND ALL OTHER
REQUIRED DOCUMENTS) OR THE NOTICE OF GUARANTEED DELIVERY OR A MANUALLY SIGNED
FACSIMILE THEREOF MUST BE RECEIVED BY THE DEPOSITARY NO LATER THAN THE EXPIRY
TIME.

                IMPORTANT TAX INFORMATION FOR U.S. SHAREHOLDERS

     Purpose of Substitute Form W-9.  All Shareholders who are U.S. persons
surrendering Deposited Shares pursuant to the Offer should complete and sign the
main signature form and the Substitute Form W-9 to provide information and
certification necessary to avoid backup withholding (unless an applicable
exemption exists and is proved in a manner satisfactory to the Offerors and the
Depositary). The Shareholder is required to notify the Depositary of such
Shareholder's

                                        12
<PAGE>

correct taxpayer identification number by completing the form contained herein
certifying that the taxpayer identification number provided on Substitute Form
W-9 is correct (or that such Shareholder is awaiting a taxpayer identification
number).

     What Number to Give the Depositary.  The Shareholder is required to give
the Depositary the social security number or employer identification number of
the record owner of the Deposited Shares. If the Deposited Shares are in more
than one name or are not in the name of the actual owner, consult the enclosed
Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9 for additional guidance on which number to report.

                                        13
<PAGE>

                        The Depositary for the Offer is:

                      COMPUTERSHARE INVESTOR SERVICES INC.

<Table>
<S>                                                 <C>

                      BY MAIL                               BY REGISTERED MAIL, HAND OR COURIER

                   P.O. Box 7021                                   100 University Avenue
                 31 Adelaide St. E                                       9th Floor
                Toronto, ON M5C 3H2                                 Toronto, ON M5J 2Y1
           Attention: Corporate Actions                        Attention: Corporate Actions
</Table>

                            Fax Number: 416-981-9663
                           Toll Free: 1-877-982-5008
                       E-Mail: service@computershare.com

                               BY HAND OR COURIER

<Table>
<S>                                <C>                                <C>
             Montreal                          Vancouver                           Calgary

   650 de Maisonneuve Blvd West            510 Burrard Street                 Western Gas Tower
            Suite 700                          2nd Floor                Suite 600, 530 8th Avenue S.W.
           Montreal, QC                      Vancouver, BC                       Calgary, AB
             H3A 3T2                            V6C 3B9                            T2P 3S8
</Table>

                      The Dealer Manager for the Offer is:

                              SCOTIA CAPITAL INC.

<Table>
<S>                                                 <C>
                    In Canada:                                     In the United States:

                Scotia Capital Inc.                              Scotia Capital (USA) Inc.
             Scotia Plaza, 66th Floor                          One Liberty Plaza, 25th Floor
                40 King Street West                                    165 Broadway
               Box 4085, Station "A"                                New York, New York
                 Toronto, Ontario                                          10006
                      M5W 2X6

           Canadian Retail Shareholders:                            U.S. Shareholders:
                 Tel: 416-863-7207                          Tel: 1-800-262-4060 or 212-225-6812

       Canadian Institutional Shareholders:
                 Tel: 416-863-2885
</Table>

                    The Information Agent for the Offer is:

                   GEORGESON SHAREHOLDER COMMUNICATIONS INC.

                           66 Wellington Street West
                             TD Tower - Suite 5210
                            Toronto Dominion Centre
                            Toronto, Ontario M5K 1J3

                NORTH AMERICAN TOLL-FREE NUMBER: 1-877-288-7452

               U.S. Banks and Brokers Call Collect: 212-440-9800

ANY QUESTIONS AND REQUESTS FOR ASSISTANCE MAY BE DIRECTED BY SHAREHOLDERS TO THE
DEPOSITARY, DEALER MANAGER OR THE INFORMATION AGENT AT THEIR RESPECTIVE
TELEPHONE NUMBERS AND LOCATIONS SET OUT ABOVE.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.4
<SEQUENCE>5
<FILENAME>t14763exv4w4.txt
<DESCRIPTION>EX-4.4
<TEXT>
<PAGE>

               THIS IS NOT A LETTER OF ACCEPTANCE AND TRANSMITTAL

                         NOTICE OF GUARANTEED DELIVERY
                    FOR CLASS B RESTRICTED VOTING SHARES OF

                      ROGERS WIRELESS COMMUNICATIONS INC.
                PURSUANT TO THE OFFER DATED NOVEMBER 24, 2004 OF

                           ROGERS COMMUNICATIONS INC.
                                      AND

                             RWCI ACQUISITION INC.

THE OFFER WILL BE OPEN FOR ACCEPTANCE UNTIL MIDNIGHT (LOCAL TIME) ON DECEMBER
30, 2004 (THE "EXPIRY TIME"), UNLESS EXTENDED OR WITHDRAWN.

    This Notice of Guaranteed Delivery must be used to accept the offer dated
November 24, 2004 (the "Offer") made by Rogers Communications Inc. ("RCI") and
its wholly-owned subsidiary RWCI Acquisition Inc. ("RCI Subco" and together with
RCI, the "Offerors") for Class B Restricted Voting Shares (the "RWCI Restricted
Voting Shares") of Rogers Wireless Communications Inc. (the "Corporation") if
certificates for the RWCI Restricted Voting Shares to be deposited are not
immediately available or the holder of RWCI Restricted Voting Shares cannot
deliver all other required documents to the Depositary by the Expiry Time. This
Notice of Guaranteed Delivery may be delivered by hand or transmitted by
facsimile or mail to the Depositary at the address or facsimile number set out
below.

    The terms and conditions of the Offer are incorporated by reference in this
Notice of Guaranteed Delivery. Capitalized terms used but not defined in this
Notice of Guaranteed Delivery which are defined in the Offer to Purchase and
accompanying Circular dated November 24, 2004 (the "Offer to Purchase and
Circular") have the meanings ascribed to them in the Offer to Purchase and
Circular.

TO: THE DEPOSITARY, COMPUTERSHARE INVESTOR SERVICES INC.

<Table>
<S>                                     <C>                                     <C>
                                            BY REGISTERED MAIL, BY HAND OR
               BY MAIL:                              BY COURIER:                      BY FACSIMILE TRANSMISSION:
            P.O. Box 7021                       100 University Avenue                       (416) 981-9663
          31 Adelaide St. E                           9th Floor                      Attention: Corporate Actions
         Toronto, ON M5C 3H2                     Toronto, ON M5J 2Y1
     Attention: Corporate Actions            Attention: Corporate Actions
</Table>

    If a holder of RWCI Restricted Voting Shares wishes to deposit such RWCI
Restricted Voting Shares pursuant to the Offer and certificates for such RWCI
Restricted Voting Shares are not immediately available or the holder cannot
deliver all other required documents to the Depositary by the Expiry Time, those
RWCI Restricted Voting Shares may nevertheless be deposited under the Offer
provided that all of the following conditions are met:

    (a) the deposit is made by or through an Eligible Institution (as defined
        below);

    (b) this Notice of Guaranteed Delivery or a facsimile hereof, properly
        completed and duly executed, including a guarantee by an Eligible
        Institution in the form specified below, is received by the Depositary,
        at the address specified below, by the Expiry Time; and

    (c) the certificate(s) representing the deposited RWCI Restricted Voting
        Shares in proper form for transfer, together with a Letter of Acceptance
        and Transmittal (or a facsimile thereof), properly completed and duly
        executed with any required signature guarantees, covering the deposited
        RWCI Restricted Voting Shares and all other documents required by the
        Letter of Acceptance and Transmittal, are received by the Depositary at
        its office in Toronto at the address specified below before 5:00 p.m.,
        Toronto time, on the third trading day on the TSX after the Expiry Time.

    An "Eligible Institution" means a Canadian Schedule I chartered bank, a
major trust company in Canada, a member of the Securities Transfer Agent
Medallion Program (STAMP), a member of the Stock Exchange Medallion Program
(SEMP), or member of the New York Stock Exchange, Inc. Medallion Signature
Program (MSP) or any other "Eligible Guarantor Institution", as such term is
defined in Rule 17Ad-15 of the Exchange Act.

    The Eligible Institution that completes this form must communicate the
guarantee to the Depositary and must deliver the Letter of Acceptance and
Transmittal and certificates for RWCI Restricted Voting Shares to the Depositary
within the time period specified herein.

    DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OR TRANSMISSION
OF THIS NOTICE OF GUARANTEED DELIVERY VIA A FACSIMILE NUMBER OTHER THAN SET
FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.

    THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE
SIGNATURES. IF A SIGNATURE ON THE LETTER OF ACCEPTANCE AND TRANSMITTAL IS
REQUIRED TO BE GUARANTEED BY AN ELIGIBLE INSTITUTION UNDER THE INSTRUCTIONS
THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED
IN THE LETTER OF ACCEPTANCE AND TRANSMITTAL.

    DO NOT SEND CERTIFICATES FOR RWCI RESTRICTED VOTING SHARES WITH THIS NOTICE
OF GUARANTEED DELIVERY. CERTIFICATES FOR RWCI RESTRICTED VOTING SHARES MUST BE
SENT WITH YOUR LETTER OF ACCEPTANCE AND TRANSMITTAL.
<PAGE>

     The undersigned hereby deposits to the purchasing Offeror as determined by
the Letter of Acceptance and Transmittal, upon the terms and subject to the
conditions set forth in the Offer to Purchase and Letter of Acceptance and
Transmittal, receipt of which is hereby acknowledged, the RWCI Restricted Voting
Shares listed below, pursuant to the guaranteed delivery procedures set forth in
Section 3 of the Offer to Purchase, "Manner of Acceptance -- Guaranteed
Delivery".

<Table>
<Caption>
- ---------------------------------------------------------------------------------------------------------------------------------
                                     DESCRIPTION OF RWCI RESTRICTED VOTING SHARES DEPOSITED
- ---------------------------------------------------------------------------------------------------------------------------------
                                  NAME(S) AND ADDRESS(ES) OF
                                 REGISTERED HOLDER(S) (PLEASE       NUMBER OF RWCI RESTRICTED
                                  FILL IN EXACTLY AS NAME(S)      VOTING SHARES REPRESENTED BY       NUMBER OF RWCI RESTRICTED
    CERTIFICATE NUMBER(S)        APPEAR(S) ON CERTIFICATE(S))              CERTIFICATE               VOTING SHARES DEPOSITED*
<S>                             <C>                              <C>                              <C>



- ---------------------------------------------------------------------------------------------------------------------------------




- ---------------------------------------------------------------------------------------------------------------------------------




- ---------------------------------------------------------------------------------------------------------------------------------




- ---------------------------------------------------------------------------------------------------------------------------------




- ---------------------------------------------------------------------------------------------------------------------------------




- ---------------------------------------------------------------------------------------------------------------------------------




- ---------------------------------------------------------------------------------------------------------------------------------
                                            TOTAL:



                                                                 --------------------------------------------------------------
</Table>

     (If space is insufficient, please attach a list to this Notice of
Guaranteed Delivery in the above form.)

- ---------------

*    Unless otherwise indicated, all RWCI Restricted Voting Shares evidenced by
     any certificate(s) submitted to the Depositary will be deemed to have been
     deposited under the Offer.

<Table>
<S>                                                           <C>
- ------------------------------------------------------------  ------------------------------------------------------------
 SIGNATURE(S) OF HOLDER(S) OF RWCI RESTRICTED VOTING SHARES                           ADDRESS(ES)

- ------------------------------------------------------------  ------------------------------------------------------------
                    NAME (please print)

- ------------------------------------------------------------  ------------------------------------------------------------
                            DATE                                                  ZIP CODE/POSTAL CODE

                                                              ------------------------------------------------------------
                                                                           TELEPHONE NUMBER (business hours)
</Table>

                                        2
<PAGE>

                                   GUARANTEE
                    (NOT TO BE USED FOR SIGNATURE GUARANTEE)

     The undersigned, an Eligible Institution, guarantees delivery to the
Depositary, at its address set forth herein, of the certificate(s) representing
the RWCI Restricted Voting Shares deposited hereby together with a Letter of
Acceptance and Transmittal (or a facsimile thereof), properly completed and duly
executed with any required signature guarantees, covering the deposited RWCI
Restricted Voting Shares and all other documents required by the Letter of
Acceptance and Transmittal before 5:00 p.m., Toronto time, on the third trading
day on the TSX after the Expiry Time; and

     Failure to comply with the foregoing could result in a financial loss to
such Eligible Institution.

<Table>
<S>                                                    <C>

- -----------------------------------------------------  -----------------------------------------------------
                    NAME OF FIRM                                       AUTHORIZED SIGNATURE




- -----------------------------------------------------  -----------------------------------------------------
                   ADDRESS OF FIRM                                      NAME (PLEASE PRINT)




- -----------------------------------------------------  -----------------------------------------------------
                                                                               TITLE




- -----------------------------------------------------  -----------------------------------------------------
                ZIP CODE/POSTAL CODE                                           DATE




- -----------------------------------------------------
                  TELEPHONE NUMBER
</Table>

                                        3

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.5
<SEQUENCE>6
<FILENAME>t14763exv4w5.txt
<DESCRIPTION>EX-4.5
<TEXT>
<PAGE>

            GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

                         NUMBER ON SUBSTITUTE FORM W-9

                                     PAGE 1

     GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE
PAYER. -- Social Security numbers have nine digits separated by two hyphens:
i.e., 000-00-0000. Employer identification numbers have nine digits separated by
only one hyphen: i.e., 00-0000000. The table below will help you determine the
number to give the payer.

<Table>
<Caption>
- ---------------------------------------------------------------
                                   GIVE THE SOCIAL
                                   SECURITY NUMBER
FOR THIS TYPE OF ACCOUNT:          OF --
- ---------------------------------------------------------------
<S>  <C>                           <C>
1.   Individual                    The individual
2.   Two or more individuals       The actual owner of the
     (joint account)               account or, if combined
                                   funds, any one of the
                                   individuals(1)
3.   Custodian account of a minor  The minor(2)
     (Uniform Gift to Minors Act)
4.   a. The usual revocable        The grantor-trustee(1)
     savings trust account
        (grantor is also trustee)
     b. So-called trust account    The actual owner(1)
     that is not a legal or valid
        trust under state law
5.   Sole proprietorship or        The owner(3)
     single-owner LLC

- ---------------------------------------------------------------
</Table>

<Table>
<Caption>
 -------------------------------------------------------------------------------
                                               GIVE THE EMPLOYER
                                               IDENTIFICATION NUMBER
FOR THIS TYPE OF ACCOUNT:                      OF --
 -------------------------------------------------------------------------------
<C>        <S>                                 <C>
    6.     Sole proprietorship or single-      The owner(3)
           owner LLC
    7.     A valid trust, estate, or pension   The legal entity(4)
           trust
    8.     Corporate or LLC electing           The corporation
           corporate status on Form 8832
    9.     Association, club, religious,       The organization
           charitable, educational or other
           tax-exempt organization
   10.     Partnership or multi-member LLC     The partnership
   11.     A broker or registered nominee      The broker or nominee
   12.     Account with the Department of      The public entity
           Agriculture in the name of a
           public entity (such as a state or
           local government, school district,
           or prison) that receives
           agricultural program payments
- ---------------------------------------------------------------------------------
</Table>

(1) List first and circle the name of the person whose number you furnish. If
    only one person on a joint account has a Social Security number, that
    person's number must be furnished.
(2) Circle the minor's name and furnish the minor's Social Security number.
(3) You must show your individual name, but you may also enter your business or
    "doing business as" name. You may use either your Social Security number or
    Employer Identification number (if you have one).
(4) List first and circle the name of the legal trust, estate, or pension trust.
    Do not furnish the identifying number of the personal representative or
    trustee unless the legal entity itself is not designated in the account
    title.

NOTE: If no name is circled when there is more than one name, the number will be
      considered to be that of the first name listed.
<PAGE>

            GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
                         NUMBER ON SUBSTITUTE FORM W-9
                                     PAGE 2

OBTAINING A NUMBER

If you do not have a Taxpayer Identification Number, you should apply for one
immediately. To apply for a Social Security number, obtain Form SS-5,
Application for a Social Security Card, from your local Social Security
Administration office or on-line at www.ssa.gov/online/ss5.html. You may also
obtain this form by calling 1-800-772-1213. Use Form W-7, Application for an IRS
Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4,
Application for Employer Identification Number, to apply for an EIN. You can
obtain Forms W-7 and SS-4 by calling 1-800-TAX-FORM (1-800-829-3676) or from the
IRS Web Site at www.irs.gov.

PAYEES EXEMPT FROM BACKUP WITHHOLDING

Payees specifically exempted from backup withholding on ALL payments include the
following:

  - A corporation.

  - A financial institution.

  - An organization exempt from tax under Section 501(a) of the Internal Revenue
    Code of 1986, as amended (the "Code"), or an individual retirement plan, or
    a custodial account under Section 403(b)(7), if the account satisfies the
    requirements of Section 401(f)(2).

  - The U.S. or any of its agencies or instrumentalities.

  - A state, the District of Columbia, a possession of the U.S., or any
    political subdivision or instrumentality thereof.

  - A foreign government, a political subdivision of a foreign government, or
    any agency or instrumentality thereof.

  - An international organization or any agency, or instrumentality thereof.

  - A registered dealer in securities or commodities registered in the U.S., the
    District of Columbia or a possession of the U.S.

  - A real estate investment trust.

  - A common trust fund operated by a bank under Section 584(a) of the Code.

  - An exempt charitable remainder trust, or a non-exempt trust described in
    Section 4947(a)(1) of the Code.

  - An entity registered at all times under the Investment Company Act of 1940.

  - A foreign central bank of issue.

Payments of dividends and patronage dividends not generally subject to backup
withholding include the following:

  - Payments to nonresident aliens subject to withholding under Section 1441 of
    the Code.

  - Payments to partnerships not engaged in a trade or business in the U.S. and
    which have at least one nonresident partner.

  - Payments of patronage dividends where the amount received is not paid in
    money.

  - Payments made by certain foreign organizations.

  - Section 404(k) payments made by an ESOP.

Payments of interest not generally subject to backup withholding include the
following:

  - Payments of interest on obligations issued by individuals. NOTE: You may be
    subject to backup withholding if this interest is $600 or more and is paid
    in the course of the payer's trade or business and you have not provided
    your correct taxpayer identification number to the payer.

  - Payments of tax-exempt interest (including exempt-interest dividends under
    Section 852 of the Code).

  - Payments described in Section 6049(b)(5) of the Code to nonresident aliens.

  - Payments on tax-free covenant bonds under Section 1451 of the Code.

  - Payments made by certain foreign organizations.

  - Mortgage interest paid to you.

Exempt payees described above should file a Form W-9 to avoid possible erroneous
backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER
IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, SIGN AND DATE THE
FORM AND RETURN IT TO THE PAYER. IF YOU ARE A NONRESIDENT ALIEN OR A FOREIGN
ENTITY NOT SUBJECT TO BACKUP WITHHOLDING, FILE WITH A PAYER A COMPLETED IRS FORM
W-8BEN (CERTIFICATE OF FOREIGN STATUS).

Certain payments other than interest, dividends, and patronage dividends that
are not subject to information reporting are also not subject to backup
withholding. For details, see the regulations under Sections 6041, 6041A(2),
6045 and 6050A of the Code and the regulations promulgated thereunder.

PRIVACY ACT NOTICE. -- Section 6109 requires most recipients of dividends,
interest, or other payments to give taxpayer identification numbers to payers
who must report the payments to the IRS. The IRS uses the numbers for
identification purposes. Payers must be given the numbers whether or not
recipients are required to file tax returns. Payers must generally withhold 28%
of taxable interest, dividends and certain other payments to a payee who does
not furnish a taxpayer identification number to a payer. Certain penalties may
also apply.

PENALTIES

(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER. -- If you
fail to furnish your taxpayer identification number to a payer, you are subject
to a penalty of $50 for each such failure unless your failure is due to
reasonable cause and not to wilful neglect.

(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING. -- If you
make a false statement with no reasonable basis that results in no imposition of
backup withholding, you are subject to a penalty of $500.

(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION. -- Wilfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE
SERVICE.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.6
<SEQUENCE>7
<FILENAME>t14763exv4w6.htm
<DESCRIPTION>EX-4.6
<TEXT>
<HTML>
<HEAD>
<TITLE>exv4w6</TITLE>
</HEAD>
<BODY bgcolor="#FFFFFF">
<!-- PAGEBREAK -->
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">
<P align="center" style="font-size: 14pt"><B>SECURITIES AND EXCHANGE COMMISSION</B>

<DIV align="center" style="font-size: 12pt"><B>Washington D.C. 20549</B>
</DIV>

<DIV align="center" style="font-size: 18pt"><B>FORM 40-F/A</B></DIV>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">

<!-- Begin Table Head --><TR valign="bottom">
    <TD width="10%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="14%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="74%">&nbsp;</TD>
</TR>

<!-- End Table Head -->

<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top" nowrap colspan="2"><DIV style="margin-left:0px; text-indent:-0px">(Check one)</DIV></TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><FONT face="Wingdings">&#111;</FONT></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">Registration Statement pursuant to Section&nbsp;12 or the Securities Exchange Act of 1934.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><FONT face="Wingdings">&#120;</FONT></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">Annual Report pursuant to Section&nbsp;13(a) or 15(d) of the Securities Exchange Act of 1934.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" nowrap>For the fiscal year ended
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>December&nbsp;31, 2003</B></TD>
</TR>

<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><HR size="1" noshade>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Commission file number
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><HR size="1" noshade>&nbsp;</TD>
</TR>


<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 24pt"><B>Rogers Communications Inc.</B>

<DIV align="center" style="font-size: 10pt"><HR size="1" noshade></DIV>


<DIV align="center" style="font-size: 10pt">(Exact Name of Registrant as Specified in Its Charter)</DIV>



<P align="center" style="font-size: 10pt"><B>Not Applicable</B>


<DIV align="center" style="font-size: 10pt"><HR size="1" noshade></DIV>


<DIV align="center" style="font-size: 10pt">(Translation of Registrant&#146;s Name Into English (if Applicable))</DIV>



<P align="center" style="font-size: 10pt"><B>British Columbia</B>


<DIV align="center" style="font-size: 10pt"><HR size="1" noshade></DIV>


<DIV align="center" style="font-size: 10pt">(Province or Other Jurisdiction of Incorporation or Organization)</DIV>



<P align="center" style="font-size: 10pt"><B>4812, 4813, 4822, 4832, 4833, 4841</B>


<DIV align="center" style="font-size: 10pt"><HR size="1" noshade></DIV>


<DIV align="center" style="font-size: 10pt">(Primary Standard Industrial Classification Code Number (if Applicable))</DIV>



<P align="center" style="font-size: 10pt"><B>Not Applicable</B>


<DIV align="center" style="font-size: 10pt"><HR size="1" noshade></DIV>


<DIV align="center" style="font-size: 10pt">(I.R.S. Employer Identification Number (if Applicable))</DIV>


<DIV align="center" style="font-size: 10pt">&nbsp;</DIV>



<P align="center" style="font-size: 10pt"><B>333 Bloor Street East, 10th Floor<BR>
Toronto, Ontario M4W 1G9 </B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <B>(416)&nbsp;935-7777</B>


<DIV align="center" style="font-size: 10pt"><HR size="1" noshade></DIV>


<DIV align="center" style="font-size: 10pt">(Address and Telephone Number of Registrant&#146;s Principal Executive Offices)</DIV>


<DIV align="center" style="font-size: 10pt">&nbsp;</DIV>



<P align="center" style="font-size: 10pt"><B>CT Corporation System<BR>
111 Eighth Avenue, 13th Floor<BR>
New York, New York 10011 </B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(212)&nbsp;894-8400</B>


<DIV align="center" style="font-size: 10pt"><HR size="1" noshade></DIV>


<DIV align="center" style="font-size: 10pt">(Name, Address and Telephone Number of Agent For Service in the United States)</DIV>



<P align="center" style="font-size: 10pt">Securities registered or to be registered pursuant to Section&nbsp;12(b) of the Act:


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="75%">

<!-- Begin Table Head --><TR valign="bottom">
    <TD width="47%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="47%">&nbsp;</TD>
</TR>

<!-- End Table Head -->

<!-- Begin Table Body -->
<TR valign="bottom">
    <TD align="center" valign="top">Title of Each Class
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Name of Each Exchange on Which Registered</TD>
</TR>

<TR style="font-size: 1px">
    <TD align="center" valign="top"><HR size="1" noshade>&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><HR size="1" noshade>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><B>Not Applicable</B>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>Not Applicable</B></TD>
</TR>
<TR style="font-size: 1px">
    <TD align="center" valign="top"><HR size="1" noshade>&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><HR size="1" noshade>&nbsp;</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">Securities registered or to be registered pursuant to Section&nbsp;12(g) of the Act:



<P align="center" style="font-size: 10pt"><B>Not Applicable</B>


<DIV align="center" style="font-size: 10pt"><HR size="1" noshade></DIV>


<DIV align="center" style="font-size: 10pt">(Title of Class)</DIV>



<P align="center" style="font-size: 10pt">Securities for which there is a reporting obligation pursuant to Section&nbsp;15(d) of the Act:



<P align="center" style="font-size: 10pt"><B>Convertible Debentures due 2005; 10.50% Senior Notes due 2006;</B>
<DIV align="center" style="font-size: 10pt"><B>Class&nbsp;B Non-Voting Shares</B>
</DIV>

<DIV align="center" style="font-size: 10pt"><HR size="1" noshade></DIV>



<P align="center" style="font-size: 10pt">For annual reports, indicate by check mark the information filed with this form:


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
    <TD width="49%" align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px"><FONT face="Wingdings">&#120;</FONT> Annual Information Form</DIV></TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="49%" align="center" valign="top"><FONT face="Wingdings">&#111;</FONT> Audited Annual Financial Statements</TD>
</TR>
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">Indicate the number of outstanding shares of each of the issuer&#146;s classes of capital<BR>
or common stock as of the close of the period covered by the annual report:


<P align="left" style="font-size: 10pt"><B>60,000 Series&nbsp;XXVII Preferred shares; 818,300 Series&nbsp;XXX Preferred shares;
300,000 Series&nbsp;XXXI Preferred shares; 104,488 Series&nbsp;E Convertible Preferred
shares; 56,235,394 Class&nbsp;A Voting shares; <U>177,241,646 Class&nbsp;B Non-Voting
shares. &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U></B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Indicate by check mark whether the registrant by filing the information
contained in this form is also thereby furnishing the information to the
Commission pursuant to Rule&nbsp;12g3-2(b) under the <I>Securities Exchange Act of 1934</I>
(the &#147;Exchange Act&#148;). If &#147;Yes&#148; is marked, indicate the file number assigned to
the registrant in connection with such rule.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Yes <FONT face="Wingdings">&#111;</FONT>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;82-_______&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;No <FONT face="Wingdings">&#120;</FONT>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Indicate by check mark whether the registrant: (1)&nbsp;has filed all reports
required to be filed by Section&nbsp;13 or 15(d) of the Exchange Act during the
preceeding 12&nbsp;months (or for such shorter period that the registrant was
required to file such reports); and (2)&nbsp;has been subject to such filing
requirements for the past 90&nbsp;days.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Yes <FONT face="Wingdings">&#120;</FONT>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;No <FONT face="Wingdings">&#111;</FONT>


<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<P align="left" style="font-size: 10pt"><B>DISCLOSURE CONTROLS AND PROCEDURES</B>


<P align="left" style="font-size: 10pt">As of the end of the period covered by this report (the &#147;Evaluation Date&#148;),
Rogers Communications Inc. (the &#147;Company&#148;) conducted an evaluation (under the
supervision and with the participation of the Company&#146;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
&#147;Exchange Act&#148;), of the effectiveness of the design and operation of the
Company&#146;s disclosure controls and procedures. Based on this evaluation, the
Company&#146;s chief executive officer and chief financial officer concluded that as
of the Evaluation Date such disclosure controls and procedures were reasonably
designed to ensure that information required to be disclosed by the Company in
reports it files or submits under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the rules and
forms of the Securities and Exchange Commission.


<P align="left" style="font-size: 10pt">Since the last evaluation by the Company&#146;s management of the Company&#146;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.


<P align="left" style="font-size: 10pt"><B>AUDIT COMMITTEE FINANCIAL EXPERT</B>


<P align="left" style="font-size: 10pt">The Board of Directors of Rogers Communications Inc. has determined that the
Company has at least one &#147;audit committee financial expert&#148;, (as defined in the
general instruction 8(b) of Form 40-F), serving on its Audit Committee. The
audit committee financial expert is J. Christopher C. Wansbrough.


<P align="left" style="font-size: 10pt"><B>CODE OF ETHICS</B>


<P align="left" style="font-size: 10pt">The Company has adopted a code of ethics that applies to all directors and
officers. The code of ethics has been posted on the Rogers website under the
Corporate Governance&nbsp;&#151;&nbsp;Rogers Communications Inc. section at www.rogers.com. A copy of the code of ethics
will be provided upon request to Investor Relations, 333 Bloor Street East,
10th Floor, Toronto, Ontario, M4W 1G9.



<P align="center" style="font-size: 10pt">2
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<P align="left" style="font-size: 10pt"><B>PRINCIPAL ACCOUNTANT FEES AND SERVICES</B>


<P align="left" style="font-size: 10pt">The following table presents fees for professional services rendered by KPMG
LLP to the Company for the audit of the Company&#146;s annual financial statements
for 2003 and 2002, and fees billed for other services rendered by KPMG LLP,
during the period from January&nbsp;1, 2002 to December&nbsp;31, 2003.


<DIV align="left">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="75%">

<!-- Begin Table Head --><TR valign="bottom">
    <TD>&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2003</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2002</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>($)</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>($)</B><HR size="1" noshade></TD>
</TR>


<!-- End Table Head -->

<!-- Begin Table Body -->
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Audit fees</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,387,383</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,286,424</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Audit-related fees <SUP style="font-size: 80%; vertical-align: top;">(1)</SUP></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">386,006</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">360,500</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Tax fees <SUP style="font-size: 80%; vertical-align: top;">(2)</SUP></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">913,824</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,126,212</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">All other fees <SUP style="font-size: 80%; vertical-align: top;">(3)</SUP></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">96,039</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">367,958</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Total</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3,783,252</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4,141,094</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>


<!-- End Table Body -->
</TABLE>
</DIV>




<P>


<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top">
    <TD width="1%" nowrap align="right">(1)</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">Audit-related fees consist principally of regulatory audits and other
specified procedures audits.</TD>
</TR>

<TR><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD width="1%" nowrap align="right">(2)</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">Tax fees consist of fees for tax consultation and compliance services.</TD>
</TR>

<TR><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD width="1%" nowrap align="right">(3)</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">All other fees consist principally of fees for services related to French
translation.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt">The Company&#146;s policy regarding pre-approval of all audit, audit-related and
non-audit services is based upon compliance with the Sarbanes-Oxley Act of
2002, and subsequent implementing rules promulgated by the SEC.


<P align="left" style="font-size: 10pt">The following is the pre-approval process:



<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">1.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Annually the Company will provide the Audit Committee with a list
of the audit-related and non-audit services that may be provided during
the year to the Company. The Audit Committee will review the services
with the auditor and management considering whether the provision of
the service is compatible with maintaining the auditor&#146;s independence.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">2.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Management may engage the auditor for specific engagements that are
included in the list of pre-approved services referred to above if the
estimated fees do not exceed (i) $100,000 per engagement or (ii)
$500,000 per quarter in aggregate amount on a consolidated basis for
the Company.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">3.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>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.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">4.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>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.</TD>
</TR>

</TABLE>

<P align="left" style="font-size: 10pt"><B>OFF-BALANCE SHEET ARRANGEMENTS</B>


<P align="left" style="font-size: 10pt">The Company does not have any off-balance sheet arrangements other than the
cross-currency interest rate exchange agreements described under the heading
&#147;Liquidity and Capital Resources &#151; Interest Rate and Foreign Exchange
Management&#148; on pages 52 and 53 of the &#147;Management&#146;s Discussion and Analysis&#148;
submitted to the Securities and Exchange Commission on
November&nbsp;24, 2004 as Exhibit
99.1 to the Company&#146;s Form 6-K/A and incorporated by reference herein.



<P align="center" style="font-size: 10pt">3
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<P align="left" style="font-size: 10pt"><B>TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS</B>


<P align="left" style="font-size: 10pt">The information provided under the heading &#147;Commitments and Contractual
Obligations &#151; Contractual Obligations&#148; set forth on pages 60 and 61 of the
&#147;Management&#146;s Discussion and Analysis&#148; submitted to the Securities and Exchange
Commission on November&nbsp;24, 2004 as Exhibit&nbsp;99.1 to the Company&#146;s Form 6-K/A is
incorporated by reference herein.



<P align="center" style="font-size: 10pt">4
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">




<P align="center" style="font-size: 10pt"><B>UNDERTAKING</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Rogers Communications Inc. undertakes to make available, in person or by
telephone, representatives to respond to inquiries made by the Commission
staff, and to furnish promptly, when requested to do so by the Commission
staff, information relating to: the securities registered pursuant to Form
40-F/A; the securities in relation to which the obligation to file an annual
report on Form 40-F arises; or transactions in said securities.

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<P align="center" style="font-size: 10pt"><B>SIGNATURES</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Exchange Act, the registrant certifies
that it meets all of the requirements for filing on Form 40-F and has duly
caused this annual report to be signed on its behalf by the undersigned,
thereto duly authorized.

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">

<!-- Begin Table Head --><TR valign="bottom">
    <TD width="7%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="40%">&nbsp;</TD>
    <TD width="8%">&nbsp;</TD>
    <TD width="40%">&nbsp;</TD>
</TR>

<!-- End Table Head -->

<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Registrant
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Rogers Communications Inc.</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left"><HR size="1" noshade>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">By
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">/s/ Alan D. Horn
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">/s/ M. Lorraine Daly</TD>
</TR>

<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><HR size="1" noshade>&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><HR size="1" noshade>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Alan D. Horn<BR>
Vice President, Finance<BR>
and Chief Financial Officer
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">M. Lorraine Daly<BR>
Vice President, Treasurer</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Date
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">November&nbsp;23, 2004</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left"><HR size="1" noshade>&nbsp;</TD>
</TR>

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</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">5
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

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<P align="center" style="font-size: 10pt"><B>EXHIBIT INDEX</B>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="2" border="0" cellpadding="2" width="85%">

<!-- Begin Table Head --><TR valign="bottom">
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="92%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>Exhibit<BR>
Number</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Description</B><HR size="1" noshade></TD>
</TR>


<!-- End Table Head -->

<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top" align="center"><DIV style="margin-left:0px; text-indent:-0px">23.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Independent Auditors&#146; Consent</TD>
</TR>

<TR valign="bottom">
    <TD valign="top" align="center"><DIV style="margin-left:0px; text-indent:-0px">31.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Certification of Chief Executive Officer pursuant to Section&nbsp;302 of the
Sarbanes-Oxley Act of 2002</TD>
</TR>

<TR valign="bottom">
    <TD valign="top" align="center"><DIV style="margin-left:0px; text-indent:-0px">31.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Certification of Chief Financial Officer pursuant to Section&nbsp;302 of the
Sarbanes-Oxley Act of 2002</TD>
</TR>

<TR valign="bottom" align="center">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">32.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Certification pursuant to Section&nbsp;906 of the Sarbanes-Oxley Act of 2002</TD>
</TR>

<TR valign="bottom">
    <TD valign="top" align="center"><DIV style="margin-left:0px; text-indent:-0px">99.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Annual Information Form</TD>
</TR>

<TR valign="bottom">
    <TD valign="top" align="center"><DIV style="margin-left:0px; text-indent:-0px">99.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">-
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Management&#146;s Discussion and Analysis for the fiscal year ended December&nbsp;31, 2003,
including annual audited consolidated financial statements (submitted to the Securities
and Exchange Commissions on November&nbsp;24, 2004 as Exhibit&nbsp;99.1 to Form&nbsp;6-K/A and
incorporated by reference herein)</TD>
</TR>


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</TABLE>
</DIV>




<P align="center" style="font-size: 10pt">6
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="center" style="font-size: 10pt"><B>Exhibit&nbsp;23.1</B>



<P align="center" style="font-size: 10pt"><B>Independent Auditors&#146; Consent</B>



<P align="left" style="font-size: 10pt">The Board of Directors<BR>
Rogers Communications Inc.

<P align="left" style="font-size: 10pt">We consent to the use of our report dated January&nbsp;28, 2004, except as to Note 23, which
is as of November 19, 2004, with respect to the consolidated balance sheets of Rogers Communications Inc. as of December&nbsp;31,
2003 and 2002, and the related consolidated statements of income, deficit and
cash flows for each of the years in the two year period ended December&nbsp;31,
2003, incorporated in this annual report on Form 40-F by reference.



<P align="left" style="font-size: 10pt"><IMG src="t14763y9759900.gif" alt="(-s- KPMG LLP)">
<DIV>/s/&nbsp;KPMG LLP&nbsp;</DIV>

<P align="center" style="font-size: 10pt">&nbsp;
<P>Toronto, Canada<BR>
November 19, 2004.



<P align="center" style="font-size: 10pt">7
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">




<P align="center" style="font-size: 10pt"><B>Exhibit&nbsp;31.1</B>



<P align="center" style="font-size: 10pt"><B>Section&nbsp;302 Certification</B>



<P align="left" style="font-size: 10pt"><B>CERTIFICATIONS</B>

<P align="left" style="font-size: 10pt">I, Edward S. Rogers, President and Chief Executive Officer, certify that:



<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">1.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>I have reviewed this annual report on Form 40-F/A of Rogers Communications
Inc.;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">2.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">3.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the issuer as of, and for, the periods presented in this report;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">4.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The issuer&#146;s other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules&nbsp;13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the issuer and have:</TD>
</TR>

</TABLE>


<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(a)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the issuer, including
its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this report is
being prepared;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(b)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting
principles;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(c)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Evaluated the effectiveness of the issuer&#146;s disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(d)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Disclosed in this report any change in the issuer&#146;s internal control
over financial reporting that occurred during the period covered by the
annual report that has materially affected, or is reasonably likely to
materially affect, the issuer&#146;s internal control over financial
reporting; and</TD>
</TR>

</TABLE>


<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">5.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The issuer&#146;s other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to
the issuer&#146;s auditors and the audit committee of the issuer&#146;s board of
directors (or persons performing the equivalent function):</TD>
</TR>

</TABLE>


<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">(a)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the issuer&#146;s ability to record,
process, summarize and report financial information; and</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">(b)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Any fraud, whether or not material, that involves management or other
employees who have a significant role in the issuer&#146;s internal control
over financial reporting.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt">Date: <I>November&nbsp;23, 2004</I>


<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top">&nbsp;</TD>
    <TD colspan="3">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD colspan="3" style="border-bottom: 1px solid #000000">                                           <I>/s/ Edward S. Rogers</I>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD colspan="3">Edward S. Rogers&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD colspan="3">President and Chief Executive
Officer&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
</TABLE>

<P align="center" style="font-size: 10pt">8
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">




<P align="center" style="font-size: 10pt"><B>Exhibit&nbsp;31.2</B>



<P align="center" style="font-size: 10pt"><B>Section&nbsp;302 Certification</B>



<P align="left" style="font-size: 10pt"><B>CERTIFICATIONS</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;I, Alan D. Horn, Vice President and Chief Financial Officer, certify that:


<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">1.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>I have reviewed this annual report on Form 40-F/A of Rogers Communications
Inc.;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">2.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">3.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the issuer as of, and for, the periods presented in this report;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">4.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The issuer&#146;s other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules&nbsp;13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the issuer and have:</TD>
</TR>

</TABLE>


<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(a)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
issuer, including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the period in
which this report is being prepared;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(b)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Designed such internal control over financial reporting, or
caused such internal control over financial reporting to be designed
under our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally
accepted accounting principles;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(c)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Evaluated the effectiveness of the issuer&#146;s disclosure
controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures,
as of the end of the period covered by this report based on such
evaluation; and</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(d)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Disclosed in this report any change in the issuer&#146;s internal
control over financial reporting that occurred during the period
covered by the annual report that has materially affected, or is
reasonably likely to materially affect, the issuer&#146;s internal
control over financial reporting; and</TD>
</TR>

</TABLE>


<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">5.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The issuer&#146;s other certifying officers and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to
the issuer&#146;s auditors and the audit committee of the issuer&#146;s board of
directors (or persons performing the equivalent function):</TD>
</TR>

</TABLE>


<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(a)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>All significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the issuer&#146;s ability
to record, process, summarize and report financial information; and</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(b)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Any fraud, whether or not material, that involves management
or other employees who have a significant role in the issuer&#146;s
internal control over financial reporting.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt">Date: <I>November&nbsp;23, 2004</I>


<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top">&nbsp;</TD>
    <TD colspan="3">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD colspan="3" style="border-bottom: 1px solid #000000">                                           <I>/s/ Alan D. Horn</I>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD colspan="3">Alan D. Horn&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD colspan="3">Vice President and
Chief Financial Officer&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
</TABLE>


<P align="center" style="font-size: 10pt">9
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">




<P align="center" style="font-size: 10pt"><B>Exhibit&nbsp;32.1</B>



<P align="center" style="font-size: 10pt">Certification Pursuant to



<P align="center" style="font-size: 10pt">18 U.S.C. Section&nbsp;1350



<P align="center" style="font-size: 10pt">As Adopted Pursuant to Section&nbsp;906 of the Sarbanes-Oxley Act of 2002




<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In connection with the Annual Report on Form 40-F/A of Rogers Communications
Inc., a corporation organized under the laws of British Columbia (the
&#147;Company&#148;) for the period ending December&nbsp;31, 2003 as filed with the Securities
and Exchange Commission on the date hereof (the &#147;Report&#148;), each of the
undersigned officers of the Company certify pursuant to 18 U.S.C. Section&nbsp;1350,
as adopted pursuant to Section&nbsp;906 of the Sarbanes-Oxley Act of 2002 that:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.) the Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.) the information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.


<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top">&nbsp;</TD>
    <TD colspan="3">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>Dated: November 23, 2004&nbsp;</TD>
    <TD colspan="3" style="border-bottom: 1px solid #000000">/s/ Edward S. Rogers
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD colspan="3">Edward S. Rogers&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD colspan="3">President and Chief Executive Officer&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
</TABLE>

<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top">&nbsp;</TD>
    <TD colspan="3">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>Dated:  November 23, 2004&nbsp;</TD>
    <TD colspan="3" style="border-bottom: 1px solid #000000">/s/ Alan D. Horn
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD colspan="3">Alan D. Horn&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD colspan="3">Vice President, Finance and Chief
Financial Officer&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
</TABLE>

<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">




<P align="center" style="font-size: 10pt"><B>Exhibit&nbsp;99.1</B>



<P align="center" style="font-size: 10pt"><B>ROGERS COMMUNICATIONS INC.</B>



<P align="center" style="font-size: 10pt">ANNUAL INFORMATION FORM<BR>
(for the fiscal year ended December&nbsp;31, 2003)



<P align="center" style="font-size: 10pt"><B>MAY 19, 2004</B>



<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">




<P align="center" style="font-size: 10pt"><B>ROGERS COMMUNICATIONS INC.<BR>
ANNUAL INFORMATION FORM INDEX</B>




<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following is an index of the Annual Information Form referencing the
requirements of Form 44-101F1 of the Canadian Securities Administrators.
Certain parts of this Annual Information Form are contained in Rogers
Communications Inc.&#146;s Management&#146;s Discussion and Analysis (the &#147;2003 MD&#038;A&#148;)
for the fiscal year ended December&nbsp;31, 2003 and in the Rogers Communications
Inc. Management Information Circular (the &#147;2004 Information Circular&#148;) dated
April&nbsp;21, 2004 each of which is filed on SEDAR and incorporated herein by
reference as noted below.

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">

<!-- Begin Table Head --><TR valign="bottom">
    <TD width="45%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="12%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="13%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="9%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="10%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="11"><B>Page reference / incorporated</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="11"><B>by reference from</B><HR size="1" noshade></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Annual Information</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2003</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2004</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Form</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>MD&#038;A</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Information Circular</B><HR size="1" noshade></TD>
</TR>


<!-- End Table Head -->

<!-- Begin Table Body -->
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Item&nbsp;1 &#150; Cover Page</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-10px">&#150; Index</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Item&nbsp;2 &#150; Corporate Structure</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">2.1 &#150; Name and Incorporation</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">2.2 &#150; Intercorporate Relationships</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">4, 54-59</TD>
    <TD><SUP> (1)</SUP></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Item&nbsp;3 &#150; General Development of the Business</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">3.1 &#150; Three Year History</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">5-8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">3.2 &#150; Significant acquisitions and
significant dispositions</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">n/a</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">3.3 &#150; Trends</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">15, 27-28, 39 </TD>
    <TD><SUP>(2)</SUP></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Item&nbsp;4 &#150; Narrative Description of the Business</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">4.1 &#150; General &#151; Business Overview</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">1-3</TD>
    <TD> <SUP>(3)</SUP></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:40px; text-indent:-10px">&#150; Rogers Cable</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">12-17 <SUP> (3) </SUP>, 18-19</TD>
    <TD><SUP>(4)</SUP></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:40px; text-indent:-10px">&#150; Roger Wireless</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">25-29<SUP>(3)</SUP>, 30-31</TD>
    <TD><SUP>(4)</SUP></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:40px; text-indent:-10px">&#150; Rogers Media</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">38-40 <SUP>(3)</SUP>, 40-41</TD>
    <TD><SUP>(4)</SUP></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:40px; text-indent:-10px">&#150; Employees</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">12</TD>
    <TD><SUP>(5)</SUP></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:40px; text-indent:-10px">&#150; Properties, Trademarks, Environmental
and Other Matters</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">9</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">4, 54-59</TD>
    <TD><SUP>(1)</SUP></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Item&nbsp;5 &#150; Selected Consolidated Financial Information</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">5.1 &#150; Annual Information</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">10-11</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">5.2 &#150; Dividends</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">60</TD>
    <TD><SUP>(6)</SUP></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Item&nbsp;6 &#150; Management&#146;s Discussion and Analysis</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">1-59</TD>
    <TD><SUP>(7)</SUP></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Item&nbsp;7 &#150; Market for Securities</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">12</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Item&nbsp;8 &#150; Directors and Officers</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">12-17</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">3-4<SUP>(8)</SUP>, 35</TD>
    <TD><SUP>(9)</SUP></TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Item&nbsp;9 &#150; Additional Information</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">18</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">3-4</TD>
    <TD><SUP>  (10) </SUP></TD>
</TR>


<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">12
</DIV>

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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">





<P>

<HR size="1" width="18%" align="left" noshade>


<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top">
    <TD width="1%" nowrap align="right">(1)</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">Under the heading &#147;Intercompany and Related Party Transactions&#148;.</TD>
</TR>

<TR><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD width="1%" nowrap align="right">(2)</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">Under the headings &#147;Recent Cable Industry Trends&#148;, &#147;Recent Wireless
Industry Trends&#148;, &#147;Recent Media Industry Trends&#148;.</TD>
</TR>

<TR><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD width="1%" nowrap align="right">(3)</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">Under the headings &#147;Overview&#148;, &#147;Company Strategy&#148;, &#147;Key Performance
Indicators&#148; &#147;Seasonality&#148; &#147;Overview of Government Regulation&#148; and
&#147;Competition&#148;.</TD>
</TR>

<TR><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD width="1%" nowrap align="right">(4)</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">Under the Heading &#147;Summarized Financial Results&#148;.</TD>
</TR>

<TR><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD width="1%" nowrap align="right">(5)</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">Under the heading &#147;Employees&#148;.</TD>
</TR>





<TR><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD width="1%" nowrap align="right">(6)</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">Under the heading &#147;Dividends and Other Payments on RCI Securities&#148;.</TD>
</TR>

<TR><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD width="1%" nowrap align="right">(7)</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">Entire 2003 MD&#038;A.</TD>
</TR>





<TR><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD width="1%" nowrap align="right">(8)</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">Under the heading &#147;Shares Entitled to be Voted at the Class&nbsp;A Meetings
and Class&nbsp;B Meeting &#150; Shares and Principal Holders Thereof &#150; paragraphs 1
and 2.</TD>
</TR>






<TR><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD width="1%" nowrap align="right">(9)</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">Under the heading &#147;Board Committees.</TD>
</TR>

<TR><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD width="1%" nowrap align="right">(10)</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">Under the heading &#147;Shares Entitled to be Voted at the Class&nbsp;A Meting and
Class&nbsp;B Meeting &#150; Restriction on Transfer Voting and Issue of Shares&#148;.</TD>
</TR>

</TABLE>


<P align="center" style="font-size: 10pt">13
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">





<!-- link2 "ITEM 2 &#151; CORPORATE STRUCTURE" -->

<P align="left" style="font-size: 10pt"><B>ITEM 2 &#151; CORPORATE STRUCTURE</B>

<P align="left" style="font-size: 10pt"><B>Item&nbsp;2.1 &#151; Name and Incorporation </B>Rogers Communications Inc. (&#147;Rogers&#148;, &#147;RCI&#148;
or the &#147;Company&#148;) is a diversified public Canadian holding company. RCI has
been continued under the <I>Company Act </I>(British Columbia).


<P align="left" style="font-size: 10pt">In May&nbsp;2002, the articles of the Company were amended to provide that each
holder of one or more Class&nbsp;A Voting Shares shall be entitled as such to
twenty-five (25)&nbsp;votes in respect of each Class&nbsp;A Voting Share held.


<P align="left" style="font-size: 10pt">In May&nbsp;2003, the constating documents of RCI were changed to: (i)&nbsp;alter the
Memorandum of the Company by cancelling all authorized but unissued Class&nbsp;A
Voting Shares of the Company; and (ii)&nbsp;amend the Articles of the Company to
provide that the directors may not attach any right to any series of preferred
shares of the Company created after May&nbsp;30, 2003 that entitles or would entitle
the holder or holders of the shares of any such series to vote at any general
meeting of the Company, and that the preferred shares of any such series shall
have no right to vote at any such general meeting.


<P align="left" style="font-size: 10pt">For the purposes of this report, Rogers&#146; operations have been reported in three
segments: &#147;Cable&#148; or &#147;Rogers Cable&#148;, which refers to Rogers&#146; wholly-owned
subsidiary Rogers Cable Inc. and its wholly-owned operating subsidiary;
&#147;Wireless&#148; or &#147;Rogers Wireless&#148; which refers to Rogers&#146; 55.8% owned subsidiary
Rogers Wireless Communications Inc. (&#147;RWCI&#148;) and RWCI&#146;s wholly-owned operating
subsidiaries, and &#147;Media&#148; or &#147;Rogers Media&#148;, which refers to Rogers&#146;
wholly-owned subsidiary Rogers Media Inc. and Media&#146;s wholly-owned subsidiaries
Rogers Broadcasting Limited (&#147;Broadcasting&#148;) and Rogers Publishing Limited
(&#147;Publishing&#148;).



<P align="center" style="font-size: 10pt">14
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<P align="left" style="font-size: 10pt"><B>Item&nbsp;2.2 &#151; Intercorporate Relationships </B>The following summary organization
chart illustrates, as of December&nbsp;31, 2003, the structure of the principal
subsidiaries of RCI, and indicates the jurisdiction of incorporation of each
entity shown. Summary operating data has also been provided at December&nbsp;31,
2003.



<P align="center" style="font-size: 10pt"><IMG src="t14763y9759901.gif" alt="(ROGER COMMUNICATIONS FLOW CHART)">



<P><DIV style="position: relative; float: left; margin-right: 1%; width: 30%">

<P align="center" style="font-size: 10pt"><B>WIRELESS</B>



<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>A leading Canadian wireless communications service provider, with over 4.0&nbsp;million
customers at December&nbsp;31, 2003, including approximately 3.8&nbsp;million wireless
voice and data subscribers representing approximately 12.9% of the population residing in
Wireless&#146; coverage area and approximately 241,000 one-way messaging subscribers.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Operate both a Global System
for Mobile Communications/General
Packet Radio Services (GSM/GPRS)
network and an integrated Time
Division Multiple Access (TDMA)&nbsp;and
analog network. Wireless&#146; GSM/GPRS
provides coverage to approximately
93% of network Canada&#146;s
population. Wireless&#146;s integrated
TDMA network provides coverage to
approximately 85% of Canada&#146;s
population in digital mode, and
approximately 93% of the Canadian
population in analog mode.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Wireless&#146; products and services
are marketed through a nationwide
distribution network of over 7,000
dealer and retailer locations.</TD>
</TR>

</TABLE>

</DIV>

<DIV style="position: relative; float: left; margin: 0% 1%; width: 30%">

<P align="center" style="font-size: 10pt"><B>CABLE</B>



<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Rogers Cable and its
wholly-owned operating
subsidiary is Canada&#146;s largest
cable television company, which
owns and operates cable systems
in Ontario, New Brunswick and
Newfoundland serving
approximately 2.3&nbsp;million basic
cable subscribers at December
31, 2003.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Advanced digital cable
service serving 535,300
households.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Internet access service
serving 790,500 customers.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Owns and operates Canada&#146;s
second largest chain of video
stores (279 stores).</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>On December&nbsp;31, 2003, the
Company executed a corporate
reorganization that involved the
transfer of substantially all of
the assets of the Company to
wholly-owned subsidiary, Rogers
Cable Communications Inc.
(&#147;RCCI&#148;). As part of the
reorganization, the Company&#146;s
subsidiaries, Rogers
Cablesystems Ontario Limited,
Rogers Ottawa Limited/Limit&#233;e,
Rogers Cable Atlantic Inc. and
Rogers Cablesystems Georgian Bay
Limited, amalgamated with and
continued as RCCI. As a result
of the reorganization, the
Company through RCCI, continues
to conduct all of the operations
and provide all of the Company&#146;s
services.</TD>
</TR>

</TABLE>

</DIV>

<DIV style="position: relative; float: right; margin-left: 1%; width: 30%">

<P align="center" style="font-size: 10pt"><B>MEDIA</B>



<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Publishing group produces
approximately 70 consumer
magazines and trade and
professional publications and
directories.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Broadcasting group comprises
43 radio stations across Canada
(32 FM and 11 AM radio stations),
two multicultural television
stations in Ontario (OMNI.1 and
OMNI.2), an 80% interest in a
regional sports specialty service
(Rogers Sportsnet), Canada&#146;s only
nationally televised shopping
service (The Shopping Channel).
Broadcasting holds minority
interests in several specialty
television services, including
Viewer&#146;s Choice Canada, Outdoor
Life Network (OLN), TechTV Canada,
The Biography Channel Canada,
MSNBC Canada and certain other
minority interest investments.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>In addition to more
traditional delivery methods, the
Media group also delivers content
over the Internet for many of the
individual broadcasting and
publishing properties.</TD>
</TR>

</TABLE>

</DIV>
<BR clear="all"><BR>


<P>

<HR size="1" width="18%" align="left" noshade>


<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top">
    <TD width="1%" nowrap align="right">(1)</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">Undiluted. Comprises a 67.4% voting interest. On a fully diluted basis,
RCI&#146;s equity and voting interests in RWCI were 54.5% and 67.2%,
respectively, at December&nbsp;31, 2003.</TD>
</TR>

<TR><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD width="1%" nowrap align="right">(2)</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">The Company owns an 80% interest in the Toronto Blue Jays Baseball Club as
at December&nbsp;31, 2003.</TD>
</TR>

</TABLE>




<P align="center" style="font-size: 10pt">15
</DIV>


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<DIV style="font-family: 'Times New Roman',Times,serif">
<!-- link2 "ITEM 3 &#151; GENERAL DEVELOPMENT OF THE BUSINESS" -->

<P align="left" style="font-size: 10pt"><B>ITEM 3 &#151; GENERAL DEVELOPMENT OF THE BUSINESS</B>


<P align="left" style="font-size: 10pt"><B>Item&nbsp;3.1 &#151; Three Year History</B>



<P align="left" style="font-size: 10pt"><B>2004 Year-to-Date Developments</B>

<P align="left" style="font-size: 10pt"><B>Rogers Communications Inc.</B>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>On April&nbsp;15, 2004, the Company filed a final shelf
prospectus in all of the provinces in Canada and in the U.S. under
which it will be able to offer up to aggregate of US$750&nbsp;million
of Class&nbsp;B Non-Voting shares, preferred shares, debt securities,
warrants, share purchase contracts or units, or any combination
thereof, for a period of 25 months;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>On June&nbsp;16, 2004, 9,541,985 Class&nbsp;B Non-Voting
shares were issued under the shelf prospectus for net cash proceeds
of $238.9&nbsp;million;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>On July&nbsp;30, the Company&#146;s wholly-owned subsidiary,
Blue Jays Holdco Inc., redeemed and cancelled all of its outstanding
Class&nbsp;A Preferred Voting shares that were issued in April 2001
to Rogers Telecommunications Ltd. (&#147;RTL&#148;), a company
controlled by RCI&#146;s controlling shareholder. At that time, RTL
acquired the voting rights to control the Toronto Blue Jays. As a
result of the cancellation, voting control of the Toronto Blue Jays
transferred to RCI and, accordingly, RCI began to consolidate the
results of the Blue Jays effective July&nbsp;31, 2004.</TD>
</TR>

<tr><td>&nbsp;</td></tr>

<TR valign="top">
    <TD width="1%"><FONT size="2">&#149;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="98%"><FONT size="2">On October&nbsp;13, 2004, the Company announced the completion of its purchase of the 48,594,172 Class&nbsp;B
Restricted Voting shares of Wireless owned by JVII General
Partnership (&#147;JVII&#148;), a partnership owned by
AWE, for a cash price of $36.37&nbsp;per share for a total of approximately $1,767&nbsp;million. The number of
Class&nbsp;B Restricted Voting shares purchased reflects the conversion of the Class&nbsp;A Multiple Voting shares
owned by JVII to such Class&nbsp;B shares upon closing.</FONT></TD>
</TR>

<tr><td>&nbsp;</td></tr>

<TR valign="top">
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="98%"><FONT size="2">With the completion of the
purchase, the Company beneficially owns 64,911,816 Class&nbsp;B Restricted Voting
shares, representing approximately 80.9% of the issued and outstanding Class&nbsp;B Restricted Voting shares,
and 62,820,371 Class&nbsp;A Multiple Voting shares, representing 100% of the issued and outstanding Class&nbsp;A
Multiple Voting shares, and which combined represent a total ownership position of approximately 89.3%
of the total issued and outstanding shares of both classes of such
shares of Wireless.</FONT></TD>
</TR>


<tr><td>&nbsp;</td></tr>


<TR valign="top">
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="98%"><FONT size="2">The Company funded the approximate
$1,767&nbsp;million cash purchase price of the 48.6&nbsp;million
shares of Wireless
through a $1,750&nbsp;million secured bridge financing facility of up to two years with a group of Canadian
financial institutions. The facility stipulates mandatory repayments, subject to certain exceptions, from the
incurrence of debt or equity of the Company or Wireless.</FONT></TD>
</TR>

<tr><td>&nbsp;</td></tr>

<TR valign="top">
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="98%"><FONT size="2">On November&nbsp;22, 2004,
RCI announced an exchange offer for all of the outstanding Roger
Wireless Communications Inc. (&#147;RWCI&#148;) Class&nbsp;B
Restricted Voting shares (&#147;RWCI Class&nbsp;B shares&#148;) owned
by the public with the consideration being 1.75 RCI Class&nbsp;B
Non-Voting shares (&#147;RCI Class&nbsp;B shares&#148;) for each RWCI
Class&nbsp;B share held. RCI currently owns 100% of the RWCI
Class&nbsp;A Multiple Voting shares and approximately 81% of the RWCI
Class&nbsp;B shares, representing an approximate 89% equity interest
and an approximate 98% voting interest in RWCI.</FONT></TD>
</TR>

</TABLE>




<P align="left" style="font-size: 10pt"><B>Cable</B>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>On March&nbsp;11, 2004, Cable completed an offering of U.S. $350.0&nbsp;million
aggregate principal amount of Senior Secured Second Priority Notes due
2014. Cable intends to use approximately U.S. $243.3&nbsp;million of the
net proceeds to refinance the drawdown under its New Bank Credit
Facility, which was used to fund the redemption on February&nbsp;23, 2004
of $300.00&nbsp;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.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Together with RCI, Rogers Cable announced an initiative on February
12, 2004, to deploy an advanced broadband Internet Protocol (IP)
multimedia network to support primary line voice-over-cable telephony
and other new services across its cable service areas. Rogers Cable
plans to provide Canadian consumers and small businesses in its cable
service areas with access to a high quality telephone service with all
of the traditional functionality, reliability and quality of service
that they expect today. This investment plan, the completion of which
assumes a regulatory environment supportive of competition from
voice-over-cable telephony, includes the capital costs required to
deploy a scalable primary line quality digital voice-over-cable
telephony service utilizing PacketCable and DOCSIS standards,
including the costs associated with switching, transport, IP network
redundancy, multi-hour network and customer premises powering, network
status monitoring, customer premises equipment, information
technologies and systems integration. The Company expects the
property, plant and equipment (&#147;PP&#038;E&#148;) expenditures required to deploy
this platform will be approximately $200&nbsp;million by the end of
2005. The
Company also expects the majority of the PP&#038;E expenditures will occur
in the first 12 to 18&nbsp;months of the deployment, with 2004 expenditures
expected to be between $100&nbsp;million and $120&nbsp;million. Once this
initial platform is deployed, the additional variable PP&#038;E
expenditures associated with adding each voice-over-cable telephony
service subscriber, which includes uninterruptible backup powering at
the home, is expected to be in the range of $300 to $340 per
subscriber addition.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Cable is currently refining its business strategies with respect to
voice-over-cable telephony services. As a result, the PP&#038;E expenditures,
costs and timeline described above are initial estimates. In addition,
together with RCI, Cable is considering offering the telephony services
described above through another wholly owned RCI subsidiary, Rogers Telecom
Inc. (Rogers Telecom). Although Cable&#146;s business strategies and
organizational structure with respect to telephony services continue to be
refined, it plans to incur most or all of the PP&#038;E expenditures described
above to upgrade its network to an advanced broadband multimedia platform
capable of supporting voice-over-cable telephony and other new services. In
the event that Rogers Telecom offers voice-over-cable telephony services,
Cable would enter into an agreement with Rogers Telecom which could relate
to, among other things, access to and the use of the Cable&#146;s network.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Cable announced an agreement with Yahoo! Inc. to provide
co-branded Internet services to current and future customers of its
Internet services. Cable launched its broadband Rogers Yahoo! Hi-Speed
Internet services and completed the transition of its Ontario and New
Brunswick Internet customer bases to the new platform. These
broadband services include some or all of the following features:
safety and security features with parental controls; an e-mail
system with e-mail anti-virus; SpamGuard Plus; over 2 gigabytes of
mail storage; Rogers Yahoo! Photos with unlimited storage; Rogers
Yahoo! Messenger; Internet music and radio; and Rogers Yahoo! Games.</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>On November&nbsp;12, 2004, Cable announced its
intention to complete an offering of $175.0&nbsp;million 7.25%
Senior (Secured) Second Priority Notes due 2011 and
U.S.$280.0&nbsp;million 6.75% Senior (Secured) Second Priority
Notes due 2015.</TD></TR>


</TABLE>


<P align="center" style="font-size: 10pt">16
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt"><B>Wireless</B>


<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="98%">On February&nbsp;20, 2004, Rogers Wireless Inc.
(&#147;RWI&#148;) completed a private placement of an
aggregate principal amount of US$750.0&nbsp;million 6.375% Senior Secured
Notes due 2014. Approximately US$734.7&nbsp;million of the proceeds were
used on March&nbsp;26, 2004 to redeem US$196.1&nbsp;million 8.30% Senior
Secured Notes due 2007, US$179.1&nbsp;million 8.80% Senior Subordinated
Notes due 2007, and US$333.2&nbsp;million 9 3/8% Senior Secured Debentures
due 2008, together with related redemption premiums</TD>
</TR>



<tr><td>&nbsp;</td></tr>



<TR valign="top">
    <TD width="1%"><FONT size="2">&#149;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="98%"><FONT size="2">On October&nbsp;8, 2004 Wireless and its bank lenders entered into an amending agreement to
Wireless&#146;s $700.0&nbsp;million bank credit facility that provided among other things, for a two year
extension to the maturity date and the reduction schedule so that the bank credit facility now reduces by
$140.0&nbsp;million on each of April&nbsp;30, 2008 and April&nbsp;30,
2009 with the maturity date on April&nbsp;30, 2010. The
provision for early maturity in the event that Wireless&#146;s
10&nbsp;1/2% senior secured notes due 2006 are not
repaid (by refinancing or otherwise) on or prior to December&nbsp;31, 2005 has been eliminated. In addition,
certain financial ratios to be maintained on a quarterly basis have been made less restrictive, the restriction
on the annual amount of PP&#038;E expenditures has been eliminated and the restriction on the payment of
dividends and other shareholder distributions has been eliminated other than in the case of a default or
event of default under the terms of the bank credit facility.</FONT></TD>
</TR>
<tr><td>&nbsp;</td></tr>

<TR valign="top">
    <TD width="1%"><FONT size="2">&#149;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="98%"><FONT size="2">On September&nbsp;20, 2004,
Wireless announced an agreement with Microcell Telecommunications Inc. (&#147;Microcell&#148;) to make an all cash tender offer
of $35.00 per share to acquire Microcell. Wireless completed the acquisition on November&nbsp;12, 2004. The funding for this acquisition was
comprised of the utilization of Wireless&#146;s cash on hand, drawdowns under Wireless&#146;s committed
$700.0&nbsp;million bank credit facility, and proceeds from a bridge
loan from the Company of up to $900.0&nbsp;million, of
which $850.0&nbsp;million has been drawn. The bridge loan has a term of up to two years from November&nbsp;9,
2004 and was made on an subordinated unsecured basis. The bridge loan bears interest at 6%&nbsp;per annum
and is prepayable in whole or in part without penalty. The Company funded the $850.0&nbsp;million drawdown on the
bridge loan using cash on hand, cash received from Rogers Cable in the form of a return of capital and
cash received from Rogers Media in the form of a repayment of an intercompany advance made to Rogers
Media by the Company. Each of Rogers Cable and Rogers Media made drawdowns under its respective committed
bank credit facilities to fund the cash transfers to the Company.</FONT></TD>
</TR>

<tr><td>&nbsp;</td></tr>

<TR valign="top">
    <TD width="1%"><FONT size="2">&#149;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="98%"><FONT size="2">On November&nbsp;12, 2004, Wireless announced its intention to complete an offering of
$460.0&nbsp;million 7.625% Senior (Secured) Notes Due 2011,
U.S.&nbsp;$550.0&nbsp;million
Floating Rate Senior (Secured) Notes Due 2010, US
$470.0&nbsp;million 7.25% Senior (Secured)
Notes Due 2012, US $550.0&nbsp;million 7.5% Senior (Secured) Notes Due
2015, and U.S.&nbsp;$400.0&nbsp;million 8.0% Senior Subordinated Notes Due 2012.</FONT></TD>
</TR>





















</TABLE>


<P align="left" style="font-size: 10pt"><B>2003 Highlights</B>


<P align="left" style="font-size: 10pt"><B>Cable</B>



<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Network rebuild project progressed further, increasing to 96% of
Rogers Cable&#146;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.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Continued to expand the availability of video-on-demand (VOD)
service, Rogers on Demand, with availability reaching over 1.8&nbsp;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.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Increased the throughput of its Hi-Speed Internet service up to
3Mbps, introduced its personal video recorders (PVR), and launched nine
new high definition television (HDTV)&nbsp;channels.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Issued US$350&nbsp;million (Cdn. Equivalent $470.4&nbsp;million) 6.25% Senior
(Secured) Second Priority Notes due 2013. Proceeds of this financing
were used to repay advances outstanding under Cable&#146;s bank credit
facility, intercompany debt owing to RCI and to redeem US$74.8&nbsp;million
aggregate principal amount of Cable&#146;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.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt"><B>Wireless</B>


<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Completed the deployment of GSM/GPRS technology operating in the
850 MHz spectrum range across the national footprint, expanding
the capacity and also enhancing the quality of the GSM/GPRS
network. Began trials of EDGE technology in the Vancouver market
at the end of 2003 which, accomplished by the installation of a
network software upgrade, more than triples the wireless data
transmission speeds available on its network.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>In 2003, Wireless announced that it would transition the branding
to Rogers Wireless from Rogers AT&#038;T Wireless. On March&nbsp;8, 2004,
it began the transition, bringing greater clarity to the Rogers
brand in Canada. As a result, a non-cash charge in 2003 of
approximately $20.0&nbsp;million was recorded to reflect the
accelerated amortization of the associated brand licence costs,
as the decision was made to terminate in 2003.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt"><B>Media</B>


<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Broadcasting successfully completed the reformatting of several
of its radio stations during 2003 which has resulted in
significant ratings boosts in several of its key markets.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Publishing announced it is preparing to launch Canada&#146;s first
paid circulation shopping magazine for young women beginning in
the summer of 2004.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Media announced an investment by Broadcasting in 50% of CTV&#146;s
mobile production and distribution business, Dome Productions.
This partnership will accelerate the production and distribution
of HDTV content in Canada. The transaction was successfully
completed on January&nbsp;2, 2004.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt"><B>2002 Highlights</B>


<P align="left" style="font-size: 10pt"><B><I>Cable</I></B>



<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Applied for and received basic rate deregulation in all systems
that were formerly basic cable rate regulated, leaving no systems
basic rate regulated;</TD>
</TR>

</TABLE>


<P align="center" style="font-size: 10pt">17
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Commercially launched video-on-demand (VOD)&nbsp;service, at the time
covering an area of 530,000 homes passed in central Toronto,
complete with a library of over 400 titles;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Completed a $450&nbsp;million debt offering in Canada and two U.S.
debt offerings totalling US$550&nbsp;million (approximately Cdn$860
million), as well as the establishment of an amended and restated
$1,075&nbsp;million bank credit facility, providing additional
liquidity. Proceeds of these financings, together with $141.4
million proceeds from swap terminations, were used to repurchase
US$280.2&nbsp;million principal amount of U.S. dollar-denominated
debt, prepay Cable&#146;s $300&nbsp;million Floating Rate Note, repay
outstanding bank debt and for general corporate purposes.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt"><B><I>Wireless</I></B>


<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Completed the installation of the 1.9 GHz GSM/GPRS network to
fully match the coast-to-coast analog footprint, covering
approximately 93% of the Canadian population, and began
deployment of GSM/GPRS service at 850 MHz late in 2002;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Commenced cross-border GSM roaming into the U.S. with AT&#038;T
Wireless Services, Inc. (&#147;AWE&#148;) and Cingular Wireless LLC, and
into 54 other countries around the world;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Repurchased US$45.9&nbsp;million aggregate principal amount of U.S.
dollar-denominated long term debt, resulting in a gain of $31.0
million.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt"><B><I>Media</I></B>


<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Launched second over-the-air multicultural channel, OMNI.2,
within 5&nbsp;months of being awarded the license through leveraging
much of the existing infrastructure of CFMT-TV, now rebranded
OMNI.1;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Integration of Rogers Sportsnet and of the 13 radio stations
acquired from Standard Radio Inc., including the relocation of
The FAN590 within Radio&#146;s Toronto Broadcasting operations.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt"><B>2001 Highlights</B>


<P align="left" style="font-size: 10pt"><B><I>Cable</I></B>



<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The February&nbsp;2001 acquisition by Rogers, and its subsequent
transfer to Cable, of all of the outstanding shares of Cable
Atlantic Inc. (since renamed Rogers Cable Atlantic Inc. and
amalgamated with and continued as RCCI), serving approximately
75,000 basic cable subscribers in Newfoundland;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The launch of up to 60 new digital only specialty channels in
September&nbsp;2001, more than any other Canadian cable or satellite
provider at that time, the majority of which were offered to
customers on a free preview basis until January&nbsp;2002;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>In the fourth quarter of 2001, Cable launched up to eight
channels of HDTV and was also the first multiple system operator
(MSO)&nbsp;to launch Enhanced TV in Canada, enabling subscribers with
an enhanced enabled set-top box to see icons flashed on the
screen when additional features are available, such as
information and the ability to order products and services;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The acceleration and substantial completion of the transition of
Internet customers from the At Home network to Cable-owned
network and platforms. By the end of January&nbsp;2002, Cable had
transitioned all of its Internet customers to its new IP network,
regional data centre and e-mail platform.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt"><B><I>Wireless</I></B>


<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Successfully participated in Industry Canada&#146;s spectrum licensing
auction in January&nbsp;2001, which resulted in the acquisition of 23
licenses of 10 MHz each of spectrum in various regions across
Canada;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Launched 1.9GHz GSM/GPRS wireless voice and data services to 85%
of the Canadian population (reached 93% in 2002);</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Completed the implementation of the new AMDOCS billing and
customer care system with the integration of data and messaging
customers;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Completed three financing transactions:</TD>
</TR>

</TABLE>


<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">1.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>On April&nbsp;12, 2001, Rogers Wireless Inc. amended its bank credit facility
to provide it with a revolving credit facility of $700&nbsp;million with no
reduction until April&nbsp;30, 2006 and a final maturity on April&nbsp;30, 2008;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">2.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>On April&nbsp;18, 2001, Wireless completed an equity rights offering, yielding
approximately $419.9&nbsp;million, net of costs; and</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">3.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>On May&nbsp;2, 2001, Rogers Wireless Inc. completed a debt issue in an
aggregate amount of US$500&nbsp;million (approximately Cdn$770&nbsp;million) of
9.625% Senior Secured Notes due May&nbsp;1, 2011, the full amount of</TD>
</TR>

</TABLE>

<P align="center" style="font-size: 10pt">18
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>which has been hedged with respect to foreign exchange.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt"><B><I>Media</I></B>


<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>In September&nbsp;2001, Media sold Bowdens Media Monitoring Limited for
total cash proceeds of $40.3&nbsp;million, which translated into a gain
before income taxes of $33.4&nbsp;million;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>In November&nbsp;2001, Rogers acquired, and subsequently transferred to
Broadcasting, an additional 40% of CTV Sportsnet Inc. (since renamed
Rogers Sportsnet Inc.) for $132.8&nbsp;million, which, together with
previously purchased interests, brings Broadcasting&#146;s interest to 80%
of the voting shares of Sportsnet. The remaining 20% of Sportsnet is
held by Fox Sportsnet Canada Holding LLC;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Executed an agreement, subject to CRTC approval (received in March
2002), to purchase the assets of 13 radio stations, including the
all-sports Toronto AM radio station The FAN590, for total cash
consideration of $100&nbsp;million;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Initiated a project to review all operations, resulting in a reduction
in Media&#146;s overall workforce and, more importantly, rationalized the
manner in which Media operates. Through this initiative, the iMedia
group was dismantled with certain of the websites being shut down and
the remaining websites being integrated into the operations of
existing Media operating groups;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>In January&nbsp;2001, Media entered into a new bank loan agreement which
provides for a $500&nbsp;million revolving bank credit facility, which
matures on September&nbsp;30, 2006.</TD>
</TR>

</TABLE>

<P align="center" style="font-size: 10pt">19
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">


</TABLE>

<!-- link2 "ITEM 4 &#151; NARRATIVE DESCRIPTION OF THE BUSINESS" -->

<P align="left" style="font-size: 10pt"><B>ITEM 4 &#151; NARRATIVE DESCRIPTION OF THE BUSINESS</B>


<P align="center" style="font-size: 10pt"><B>PROPERTIES, TRADEMARKS, ENVIRONMENTAL AND OTHER MATTERS</B>


<P align="left" style="font-size: 10pt">In most instances, the Company owns the assets essential to its operations.
The major fixed assets of the Company are transmitters, microwave systems,
antennae, buildings and electronic transmission, receiving and processing
accessories and other wireless network equipment (including switches, radio
channels, base station equipment, microwave facilities and cell equipment);
coaxial and fibre optic cables, set-top terminals and cable modems, electronic
transmission, receiving, processing, digitizing and distributing equipment, IP
routers, data storage servers and network management equipment, microwave
equipment and antennae; and radio and television broadcasting equipment
(including television cameras, television and radio production facilities and
studios). The operating systems and software related to these assets are either
owned by the Company or are used under license.


<P align="left" style="font-size: 10pt">Wireless owns a Toronto office complex in which its executive offices are
located. Wireless is also leasing a majority of this office space to RCI and
other subsidiaries of RCI. In addition, the Company owns service vehicles,
data processing facilities and test equipment. Most of the Company&#146;s assets
are subject to various security interests in favour of lenders.


<P align="left" style="font-size: 10pt">RCI&#146;s subsidiaries also lease various distribution facilities from third
parties, including space on utility poles and underground ducts for the
placement of some of the cable system and roof rights. The Company either owns
or leases land for the placement of hub sites and headends and space for other
portions of the distribution system. The Company also leases land and space on
buildings for the placement of antenna towers and generally leases the premises
on which its switches are located, principally under long term leases.
Rogers Wireless&#146; wireless network reaches approximately 93% of the Canadian
population and is located in all ten provinces. Rogers Cable&#146;s cable network
is clustered in three key urban markets in southern Ontario (Toronto, Ottawa,
and the Guelph to London corridor), New Brunswick and Newfoundland.


<P align="left" style="font-size: 10pt">The Company owns or has licensed various brands and trademarks used in its
businesses. Various of the Company&#146;s trade names and properties are protected
by trademark and/or copyright. The Company maintains customer lists for its
businesses. The Company&#146;s intellectual property, including its trade names,
brands, properties and customer lists, is important to its operations.


<P align="left" style="font-size: 10pt">Environmental protection requirements applicable to the Company&#146;s operations
are not expected to have a significant effect on the Company&#146;s property, plant
and equipment expenditures, earnings or its competitive position in the current
or future fiscal years.


<P align="left" style="font-size: 10pt">The Company has committed to material obligations under firm contractual
arrangements, including commitments for future payments under long-term debt
arrangements, capital lease obligations, operating lease arrangements and other
commercial commitments. The information under the heading &#147;Commitments and
Contractual Obligations&#148; contained on page 63 of the MD&#038;A are incorporated
herein by reference.




<P align="center" style="font-size: 10pt">20
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">
<!-- link2 "ITEM 5 &#150; SELECTED CONSOLIDATED FINANCIAL INFORMATION" -->

<P align="left" style="font-size: 10pt"><B>ITEM 5 &#150; SELECTED CONSOLIDATED FINANCIAL INFORMATION</B>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">

<!-- Begin Table Head --><TR valign="bottom">
    <TD width="64%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Years ended December 31</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>&nbsp;</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>&nbsp;</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>&nbsp;</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>(thousands of dollars, except per share amounts)</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2003</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2002</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2001</B><HR size="1" noshade></TD>
</TR>


<!-- End Table Head -->

<!-- Begin Table Body -->
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Income and Cash Flow</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Revenue <SUP>(1)</SUP></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:30px; text-indent:-10px">Cable <SUP>(1)</SUP></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,788,122</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,614,554</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,446,599</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-10px">Wireless <SUP>(1)</SUP></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,207,794</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,891,514</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,640,889</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:30px; text-indent:-10px">Media</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">854,992</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">810,805</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">721,710</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-10px">Corporate / Telecom</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(59,052</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(50,088</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4,772</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:30px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Total revenue</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4,791,856</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4,266,785</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3,813,970</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:30px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Cost of sales <SUP>(1)</SUP></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">642,243</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">545,684</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">457,317</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Sales and marketing expenses <SUP>(1)</SUP></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">742,781</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">697,579</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">581,177</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Operating, general and administrative expense <SUP>(1)</SUP></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,957,936</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,881,908</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,822,955</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:30px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Total expenses</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3,342,960</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3,125,171</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,861,449</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:30px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Operating Profit <SUP>(2)</SUP></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:30px; text-indent:-10px">Cable</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">663,474</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">563,480</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">516,805</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-10px">Wireless</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">727,572</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">527,687</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">411,945</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:30px; text-indent:-10px">Media</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">106,724</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">87,635</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">68,306</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-10px">Corporate/ Telecom</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(48,874</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(37,188</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(44,535</TD>
    <TD nowrap>)</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:30px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,448,896</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,141,614</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">952,521</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:30px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:30px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:30px; text-indent:-10px">Net Income (loss)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">129,193</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">312,032</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">$</TD>
    <TD align="right">(464,361</TD>
    <TD nowrap>)</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:30px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Additions to property, plant and equipment, as previously
reported <SUP>(3)</SUP></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">963,742</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,261,983</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,420,747</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Change in non-cash working capital related to PP&#038;E</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">&nbsp;</TD>
    <TD align="right">81,416</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&nbsp;</TD>
    <TD align="right">(52,238</TD>
    <TD>)</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&nbsp;</TD>
    <TD align="right">87,273</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">PP&#038;E expenditures <SUP>(4)</SUP></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,045,158</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,209,745</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,508,020</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:30px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Average Class&nbsp;A and Class&nbsp;B shares
outstanding (000&#146;s)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">225,918</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">213,570</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">208,644</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Per Share</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Earnings (loss) -&nbsp;basic</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">0.35</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1.05</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">$</TD>
    <TD align="right">(2.56</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:40px; text-indent:-10px">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;- diluted</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">0.34</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">0.83</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">$</TD>
    <TD align="right">(2.56</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Cash dividends per share:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-10px">Class&nbsp;B Non-Voting shares</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">0.05</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:30px; text-indent:-10px">Class&nbsp;A Voting shares</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">0.05</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-10px">Series&nbsp;E Preferred shares</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">0.05</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Balance
Sheet <SUP>(5)</SUP></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Assets:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Current assets</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">729,823</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">711,290</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">726,469</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:30px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Total assets</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">8,465,495</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">8,524,503</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">8,810,379</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:30px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Liabilities and Shareholders&#146; Equity (Deficiency)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Current liabilities</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,140,922</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,201,156</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,597,328</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Long-term debt</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5,293,518</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&nbsp;</TD>
    <TD align="right">5,675,491</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&nbsp;</TD>
    <TD align="right">4,568,718</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Other long-term liabilities</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">70,333</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">83,569</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">16,476</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Non-controlling interest</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">193,342</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">132,536</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">186,377</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Shareholders&#146; equity (deficiency)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,767,380</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,404,035</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,304,291</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:30px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">8,465,495</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">8,524,503</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">8,810,379</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:30px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>


<!-- End Table Body -->
</TABLE>
</DIV>



<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">(1)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>As a result of retroactively adopting new Canadian accounting standards, including Emerging Issues Committee
Abstract 142, &#147;Revenue Arrangements with Multiple Deliverables&#148;, regarding the timing of revenue recognition and the classification
of certain items as revenue or expense, we made the following changes
to our classification of certain
revenue and expense items:</TD>
</TR>

</TABLE>


<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Wireless activation fees are now classified as equipment revenue.
Previously, these amounts were classified as network revenue.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Recoveries from new and existing subscribers from the sale of
equipment are now classified as equipment revenue. Previously, these
amounts were recorded as a reduction to sales expense in the case of a
new Cable or Wireless subscriber, or as a reduction to operating,
general and administrative expense in the case of an existing Wireless
subscriber.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Equipment subsidies provided to new and existing Wireless
subscribers are now classified as a reduction to equipment revenue.
Previously, these amounts were recorded as a sales expense in the case
of a new subscriber, or as an operating, general and administrative
expense in the case of an existing subscriber.</TD>
</TR>


</TABLE>

<P align="center" style="font-size: 10pt">21
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">


</TABLE>


<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Wireless equipment
costs for equipment provided under retention programs to existing
Wireless subscribers
are now recorded as equipment cost of sales. Previously, these amounts
were recorded as operating, general and administrative expense.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Certain other recoveries from subscribers related to collections
activities are now recorded as network revenue rather than as a
recovery of operating, general and administrative expenses.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>As a result of the adoption of these new accounting standards, the
following changes to the classification of revenue and expenses have been
made:</TD>
</TR>

</TABLE>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">

<!-- Begin Table Head --><TR valign="bottom">
    <TD width="55%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="11"><B>Year Ended December 31,</B><HR size="1" noshade></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2003</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2002</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2001</B><HR size="1" noshade></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>(in thousands of dollars)</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>


<!-- End Table Head -->

<!-- Begin Table Body -->
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Cable Revenue</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">As previously reported</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,769,220</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,596,401</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,433,029</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">As reclassified</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,788,122</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,614,554</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,446,599</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Wireless Revenue</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">As previously reported</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,282,203</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,965,927</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,753,145</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">As reclassified</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,207,794</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,891,514</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,640,889</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Total Revenue</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">As previously reported</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4,847,363</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4,323,045</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3,912,656</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">As reclassified</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4,791,856</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4,266,785</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3,813,970</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Cost of sales</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">As previously reported</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">505,951</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">458,838</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">402,021</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">As reclassified</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">642,243</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">545,684</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">457,317</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Sales and Marketing expenses</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">As previously reported</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">905,274</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">833,038</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">721,471</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">As reclassified</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">742,781</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">697,579</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">581,177</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Operating, general and administrative
expenses:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">As previously reported</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,987,242</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,889,555</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,836,643</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">As reclassified</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,957,936</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,881,908</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,822,955</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Total expenses</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">As previously reported</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3,398,467</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3,181,431</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,960,135</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">As reclassified</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3,342,960</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3,125,171</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,861,449</TD>
    <TD>&nbsp;</TD>
</TR>


<!-- End Table Body -->
</TABLE>
</DIV>



<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(2)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Operating profit is defined as net income before depreciation
and amortization, interest expense, income taxes and non-operating
items, which include losses from investments accounted for by the
equity method, foreign exchange gains, loss on repayment of
long-term debt, gain (loss)&nbsp;on the sale of other investments,
writedown of investments, the gain on the disposition of AT&#038;T Canada
Deposit Receipts, other income and non-controlling interest as well
as the 2002 workforce reduction costs and the Wireless net recovery
related to the change in estimates of sales tax and CRTC
contribution liabilities. Operating profit is a standard measure used
in the communications industry to assist us in understanding and
comparing operating results and is often referred to in the industry
either as earnings before interest taxes, depreciation and
amortization (EBITDA) or as operating income before depreciation and
amortization (OIBDA). We believe this is an important measure as it
allows us to assess our ongoing businesses without the impact of
depreciation or amortization expenses as well as other non-operating
factors. It is intended to measure our ability to incur or service
debt and to invest in property, plant and equipment (PP&amp;E), and
allows us to compare ourselves to peers and competitors that have
different capital or organizational structures. This measure is not a
defined term under GAAP.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(3)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Additions to property, plant and equipment as stated based on
the accrual basis, which is a non-GAAP measure.</TD>
</TR>



<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(4)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>In June 2003, the Canadian Institute of Chartered Accountants
(&#147;CICA&#148;) released Handbook Section&nbsp;1100,
&#147;Generally Accepted Accounting Principles&#148;. Previously,
there had been no clear definition of the order of authority for
sources of GAAP. This standard establishes standards for financial
reporting in accordance with Canadian GAAP and applies to our 2004
fiscal year. This section also provides guidance on sources to
consult when selecting accounting policies and appropriate
disclosures when a matter is not dealt with explicitly in the primary
sources of GAAP.<BR><BR>


We have reviewed this new standard and as a result have, within our
Consolidated Statement of Cash Flow, reclassified the change in
non-cash working capital items related to PP&#38;E to PP&#38;E expenditures
under investing activities. This change had the impact of increasing
(decreasing) PP&#38;E expenditures on the Statement of Cash Flows, as
compared to our previous method of presentation, by
$81.4&nbsp;million, ($52.2&nbsp;million) and $87.3&nbsp;million in
the years ended December&nbsp;31, 2003, 2002 and 2001 respectively,
with a corresponding change in both periods to non-cash working
capital items.</td>

</TR>



<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(5)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>In June&nbsp;2003, the Canadian Institute of Chartered Accountants
(&#147;CICA&#148;) released Handbook Section&nbsp;1100, &#147;Generally Accepted
Accounting Principles&#148;. Previously, there had been no clear
definition of the order of authority for sources of GAAP. This
standard establishes standards for financial reporting in accordance
with Canadian GAAP and applies to the Company&#146;s 2004 fiscal year.
This section also provides guidance on sources to consult when
selecting accounting policies and appropriate disclosures when a
matter is not dealt with explicitly in the primary sources of GAAP.
The Company has reviewed this new standard and as a result have
adopted a classified balance sheet presentation as it believe the
historical industry practice of a declassified balance sheet
presentation is no longer appropriate.</TD>
</TR>

</TABLE>

<P align="center" style="font-size: 10pt">22
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">


</TABLE>


<P align="center" style="font-size: 10pt"><B>DIVIDEND</B>


<P align="left" style="font-size: 10pt">This information under the heading &#147;Dividends and Other Payments on RCI Equity
Securities&#148; contained on page 62 to 63 of the 2003 MD&#038;A is incorporated herein
by reference.


<!-- link2 "ITEM 6 &#151; MANAGEMENT&#146;S DISCUSSION AND ANALYSIS" -->

<P align="left" style="font-size: 10pt"><B>ITEM 6 &#151; MANAGEMENT&#146;S DISCUSSION AND ANALYSIS</B>

<P align="left" style="font-size: 10pt">The 2003 MD&#038;A is incorporated herein by reference.


<!-- link2 "ITEM 7 &#151; MARKET FOR SECURITIES" -->

<P align="left" style="font-size: 10pt"><B>ITEM 7 &#151; MARKET FOR SECURITIES</B>

<P align="left" style="font-size: 10pt">RCI Class&nbsp;A Voting shares (RCI.A, CUSIP # 775109101) are listed on the Toronto
Stock Exchange. RCI Class&nbsp;B Non-Voting shares (in Canada: RCI.B, in United
States: RG, CUSIP # 775109200) are listed in Canada on the Toronto Stock
Exchange and in the United States on the New York Stock Exchange.


<!-- link2 "ITEM 8 &#151; DIRECTORS AND OFFICERS" -->

<P align="left" style="font-size: 10pt"><B>ITEM 8 &#151; DIRECTORS AND OFFICERS</B>

<P align="left" style="font-size: 10pt">As at December&nbsp;31, 2003, RCI&#146;s directors and officers as a group owned or
controlled, directly or indirectly, an aggregate 51,754,959 Class&nbsp;A Voting
shares of RCI, representing approximately 92.0% of the issued and outstanding
Class&nbsp;A Voting shares of RCI.


<P align="left" style="font-size: 10pt">Each Class&nbsp;A Voting Share of RCI carries the right to twenty-five votes on a
poll and may be voted at the meetings of shareholders of RCI. <B>Holders of Class
B Non-Voting Shares and any series of preferred shares of the Company are
entitled to receive notice of and to attend meetings of shareholders of RCI
but, except as required by law, are not entitled to vote at such meetings.
Under applicable Canadian securities laws, an offer to purchase Class&nbsp;A Voting
Shares of RCI would not require that an offer be made to purchase Class&nbsp;B
Non-Voting Shares of RCI.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Following is a list of directors and officers of the Company prepared as
of December&nbsp;31, 2003, indicating their municipality of residence and their
principal occupation within the five preceding years. Each director is elected
at the annual meeting of shareholders to serve until the next annual meeting or
until a successor is duly elected unless, prior thereto, he or she resigns or
his or her office becomes vacant by death or other cause under applicable law.
Officers are appointed by, and serve at the discretion of, the Board of
Directors.


<P align="center" style="font-size: 10pt">23
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">

<!-- Begin Table Head --><TR valign="bottom">
    <TD width="44%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="53%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Name</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left"><B>Position</B><HR size="1" noshade></TD>
</TR>


<!-- End Table Head -->

<!-- Begin Table Body -->
<TR valign="bottom">

<TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">H.
Garfield Emerson, Q.C. (1)(2)(3)(4)(6)(12)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director and Chairman</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Philip B. Lind
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director and Vice Chairman</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Edward S. Rogers, O.C. (2)(3)(6)(7)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director and President and Chief Executive Officer</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Alan D. Horn
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Vice President, Finance and Chief Financial Officer</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Ronan D. McGrath
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">President, Rogers Shared Services and
Chief Information Officer</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Nadir H. Mohamed
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Senior Vice President, Wireless Telecommunications</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Edward Rogers (2)(6)(7)(8)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director and Senior Vice President, Cable
Communications</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Anthony P. Viner
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Senior Vice President, Media</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Alexander R. Brock
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Vice President, Business Development</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Donald B. Burt
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Vice President, Human Resources</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Michele M. Cotton
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Vice President, Capital Reporting</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">M. Lorraine Daly
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Vice President, Treasurer</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Bruce D. Day
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Vice President, Corporate Development</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Kenneth G. Engelhart
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Vice President, Regulatory</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Gregory J. Henderson
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Vice President, Group Controller</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Jan L. Innes
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Vice President, Communications</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Roger D. Keay
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Vice President, Technology</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Bruce M. Mann
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Vice President, Investor Relations</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Graeme H. McPhail
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Vice President &#038; Associate General Counsel</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">David P. Miller
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Vice President, General Counsel and Secretary</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Melinda M. Rogers (7)(8)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director and Vice President, Strategic Planning
and Venture Investments</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Thomas A. Turner, Jr.
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Vice President, Convergence</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">E. Jennifer Warren
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Vice President &#038; Assistant General Counsel</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">David J. Watt
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Vice President, Business Economics</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Richard Wong
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Vice President, Business Performance</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Daphne Evans
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Assistant Secretary</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Ronald D. Besse (1)(4)(5)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Albert Gnat, Q.C. (3)(4)(5)(10)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Thomas I. Hull (2)(3)(4)(6)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Robert W. Korthals (4)(5)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Alexander Mikalachki (1)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director</TD>
</TR>

<TR valign="bottom">

<TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">The
Hon. David R. Peterson, P.C., Q.C. (1)(11)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Loretta A. Rogers (7)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director</TD>
</TR>



<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">William T. Schleyer (4)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Ian H. Stewart, Q.C. (1)(9)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Peter C. Godsoe, O.C.
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">John A. Tory, Q.C. (2)(3)(4)(6)(7)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">J. Christopher C. Wansbrough (1)(2)(5)(6)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">W. David Wilson (1)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director</TD>
</TR>


<!-- End Table Body -->
</TABLE>
</DIV>



<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">(1)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Denotes member of Audit Committee.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">(2)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Denotes member of Executive Committee.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">(3)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Denotes member of the Nominating and Corporate Governance Committee.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">(4)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Denotes member of the Management Compensation Committee.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">(5)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Denotes member of the Pension Committee.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">(6)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Denotes member of the Finance Committee.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">(7)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Loretta A. Rogers is married to Edward S. Rogers. Edward Rogers is the
son and Melinda Rogers is the daughter of Edward S.
Rogers and Loretta A. Rogers. John H. Tory, Q.C. is the son of John A.
Tory, Q.C.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">(8)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>On February&nbsp;7, 2003 RCI announced changes to the management structure of
Cable coincident with the announcement by John H. Tory to seek public
office and the process of transitioning his responsibilities at Rogers.
Effective February&nbsp;7, 2003 Edward Rogers was appointed President and
Co-Chief Executive Officer of Cable, John H. Tory was appointed Chairman
and Co-Chief Executive Officer of Cable and Dean MacDonald was appointed
Executive Vice President and Chief Operating Officer of Cable. Effective
April&nbsp;11, 2003 Melinda Rogers was appointed Vice President, Strategic
Planning and Venture Investments of RCI. Mr.&nbsp;John H. Tory resigned as an
executive officer of Cable and RCI, effective May&nbsp;2003, but continued in
the employment of the Company in an advisory capacity until December&nbsp;31,
2003.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">(9)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Mr.&nbsp;Stewart resigned from his position as Assistant Secretary of RCI in
April&nbsp;2003.</TD>
</TR>


</TABLE>

<P align="center" style="font-size: 10pt">24
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">(10)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Mr.&nbsp;Gnat died on April&nbsp;15, 2004.</TD>
</TABLE>


<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">(11)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Mr.&nbsp;Peterson was a director of YBM Magnex International
Inc. when the Ontario Securities Commission issued cease trade orders
in May 1998.</TD>
</TABLE>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">(12)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Mr.&nbsp;Emerson was a director of Livent Inc. when the
Ontario Securities Commission issued a cease trade order at the
request of Livent Inc. in August 1998. Mr.&nbsp;Emerson resigned as
director of Livent Inc. in November 1998.</TD>
</TR>

</TABLE>

<P align="left" style="font-size: 10pt"><B>H. Garfield Emerson, Q.C.</B>, 63, resides in Toronto, Ontario and has been a
director of RCI since November&nbsp;1989 and Chairman of the Board since March&nbsp;1993.
Mr.&nbsp;Emerson is also a director of the CAE Inc., Canada Deposit Insurance
Corporation, Wittington Investments, Limited, Rogers Wireless Communications
Inc., Rogers Cable Inc., Rogers Media Inc., Rogers Telecommunications Limited
and Sunnybrook &#038; Women&#146;s Health Sciences Centre. Mr.&nbsp;Emerson is the past Chair
of the Sunnybrook &#038; Women&#146;s Foundation and past Chair of the Campaign for
Victoria University in the University of Toronto. He is a former director of
the University of Toronto Asset Management Corporation and member of the
Business Board of the University of Toronto. Mr.&nbsp;Emerson joined Fasken
Martineau DuMoulin LLP, a national law firm, in August, 2001 as National Chair
and a senior partner and leader of the firm&#146;s mergers and acquisitions
practice. In 1990, Mr.&nbsp;Emerson established NM Rothschild and Sons Canada
Limited, an investment banking firm affiliated with the Rothschild
international investment and merchant bank, and, from 1990 to 2001, served as
its President and Chief Executive Officer. Prior to this, Mr.&nbsp;Emerson
practiced law as a senior partner with Davies, Ward &#038; Beck, Toronto, from 1970
to 1990. Mr.&nbsp;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&#146;s Counsel
in 1980.


<P align="left" style="font-size: 10pt"><B>Philip B. Lind, C.M.</B>, 60, resides in Toronto, Ontario and has been a director
of the RCI since February, 1979. Mr.&nbsp;Lind is Vice-Chairman of the Corporation.
Mr.&nbsp;Lind joined RCI in 1969 as Programming Chief and has served as Secretary of
the Board and Senior Vice-President, Programming and Planning. Mr.&nbsp;Lind is also
a director of Brascan Corporation, Canadian General Tower Limited, Council for
Business and the Arts, Rogers Media Inc., The Outdoor Life Network and the
Power Plant (Contemporary Art Gallery at Harbourfront). Mr.&nbsp;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.&nbsp;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.&nbsp;Lind was appointed to the Order of
Canada.


<P align="left" style="font-size: 10pt"><B>Edward S. Rogers, O.C.</B>, 70, resides in Toronto, Ontario and has been a director
and President and Chief Executive Officer of RCI since January&nbsp;1979. Mr.&nbsp;Rogers
is also a director and Chairman of Rogers Wireless Communications Inc.,
Chairman of Rogers Cable Inc., Vice-Chairman of Rogers Media Inc., and
President and Chief Executive Officer of Rogers Telecommunications Limited.
Mr.&nbsp;Rogers also serves as a director of the Cable Television Laboratories, Inc.
and the Canadian Cable Television Association. Mr.&nbsp;Rogers holds a B.A.,
University of Toronto, LL.B., Osgoode Hall Law School, and was called to the
Bar of Ontario in 1962. Mr.&nbsp;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.&nbsp;Rogers was inducted into the U.S. Cable Hall of Fame.


<P align="left" style="font-size: 10pt"><B>Alan D. Horn </B>resides in Toronto, Ontario and has served as Vice President,
Finance and Chief Financial Officer of RCI since 1996, prior to which Mr.&nbsp;Horn
served as Vice President, Administration of RCI.


<P align="left" style="font-size: 10pt"><B>Ronan D. McGrath </B>resides in Toronto, Ontario and has served as President,
Rogers Shared Services and Chief Information Officer of RCI since 1996, prior
to which Mr.&nbsp;McGrath served as Chief Information Officer of Canadian National
Railways.


<P align="left" style="font-size: 10pt"><B>Nadir H. Mohamed</B>, 47, a resident of Toronto, Ontario, is President and Chief
Executive Officer of RWCI and has been a director of RWCI since June&nbsp;2001. From
2000 to August&nbsp;2001, Mr.&nbsp;Mohamed served as RWCI&#146;s President and Chief Operating
Officer. From 1999 to 2000, he served as Senior Vice President, Marketing and
Sales of Telus Communications Inc. From 1981 to 1999, Mr.&nbsp;Mohamed held several
senior management positions at BC Tel (predecessor to Telus Communications
Inc.) and BC Tel Mobility, most recently serving as President and Chief
Operating Officer of BC Tel Mobility from 1997 to 1999. Mr.&nbsp;Mohamed is a
director of Sierra Wireless, Inc. and Cinram International Inc.



<P align="center" style="font-size: 10pt">25
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<P align="left" style="font-size: 10pt"><B>Edward Rogers</B>, 34, resides in Toronto, Ontario and has been a director of RCI
since May&nbsp;1997. Mr.&nbsp;Rogers is President and Chief Executive Officer, Rogers
Cable Communications Inc. Mr.&nbsp;Rogers also serves as a director of Rogers
Wireless Communications Inc., Rogers Media Inc., SportsNet Inc., the Toronto
Blue Jays and Futureway Communications Inc. Previously, he worked for Comcast
Corporation, Philadelphia, 1993-1996, and has served as Vice-President and
General Manager, Paging, Data and Emerging Technologies, Rogers Wireless Inc.,
1996-1998; Vice-President and General Manager, GTA, Rogers Cable Inc.,
1998-2000; and Senior Vice-President, Planning and Strategy, RCI, 2000-2002.
Mr.&nbsp;Rogers holds a B.A., University of Western Ontario.


<P align="left" style="font-size: 10pt"><B>Anthony P. Viner </B>resides in Toronto, Ontario and has served as Senior Vice
President, Media of RCI since 1995. From 1992 to 1995, Mr.&nbsp;Viner served as
Senior Vice President, Broadcasting of RCI. Mr.&nbsp;Viner serves as a Director and
as President and Chief Executive Officer of Rogers Media Inc. Mr.&nbsp;Viner joined
Rogers Broadcasting Limited as Executive Vice President and General Manager of
CFTR/CHFI in February&nbsp;1982 and, in September&nbsp;1989, was appointed President of
Rogers Broadcasting Limited and CFMT-TV.


<P align="left" style="font-size: 10pt"><B>Alexander R. Brock </B>resides in Toronto, Ontario and was appointed as Vice
President, Business Development of RCI in 2001. Mr.&nbsp;Brock has been associated
with Rogers in various executive capacities since 1995.


<P align="left" style="font-size: 10pt"><B>Donald B. Burt </B>resides in Toronto, Ontario and was appointed Vice President,
Human Resources of RCI in 1998. From 1996 to 1998, Mr.&nbsp;Burt served as Vice
President, Human Resources of Wireless and RWCI.


<P align="left" style="font-size: 10pt"><B>Michele M. Cotton </B>resides in Toronto, Ontario and has been Vice-President,
Capital Reporting of RCI since 2003. Ms.&nbsp;Cotton served as Vice President,
Rogers Wireless from 2002 to 2003.


<P align="left" style="font-size: 10pt"><B>M. Lorraine Daly </B>resides in Toronto, Ontario and has been Vice-President,
Treasurer of RCI since 1989. Ms.&nbsp;Daly has served as Vice President, Treasurer
of Rogers Wireless since 1991 and has also served as Vice-President, Treasurer
of Cable since 1989. Ms Daly has been associated with RCI since 1987.


<P align="left" style="font-size: 10pt"><B>Bruce D. Day </B>resides in Toronto, Ontario and has served as Vice President,
Corporate Development of RCI since 1991. Mr.&nbsp;Day has been associated with
Rogers since 1984.


<P align="left" style="font-size: 10pt"><B>Kenneth G. Engelhart </B>resides in Toronto, Ontario and has served as Vice
President, Regulatory Law since 1992 and has been associated with RCI since
1990.


<P align="left" style="font-size: 10pt"><B>Gregory J. Henderson </B>resides in Burlington, Ontario and has served as Vice
President, Group Controller since 1999. From 1993 to 1999, Mr.&nbsp;Henderson
served as an Officer of Wireless and RWCI, most recently as Vice President,
Controller.


<P align="left" style="font-size: 10pt"><B>Jan L. Innes </B>resides in Toronto, Ontario and has served as Vice President,
Communications of RCI since 1995.


<P align="left" style="font-size: 10pt"><B>Roger D. Keay </B>resides in Toronto, Ontario and has served as Vice President,
Technology of RCI since 1990.


<P align="left" style="font-size: 10pt"><B>Bruce M. Mann </B>resides in Toronto, Ontario and has served as Vice President,
Investor Relations of RCI since 2001. From 1998 to 2001, Mr.&nbsp;Mann served as
Vice President, Investor Relations of Metronet Communications Inc. and, from
1986 to 1998, he was associated with US West, Inc., most recently as Investor
Relations Director.


<P align="left" style="font-size: 10pt"><B>Graeme H. McPhail </B>resides in Toronto, Ontario and has served as Vice President
and Associate General Counsel of RCI since 1996, prior to which Mr.&nbsp;McPhail
served as Associate General Counsel. Mr.&nbsp;McPhail has been associated with RCI
since 1991. Mr.&nbsp;McPhail has also served as Vice President Associate General
Counsel of Wireless and RWCI since 1996.


<P align="left" style="font-size: 10pt"><B>David P. Miller </B>resides in Toronto, Ontario and has served as Vice President,
General Counsel of RCI since 1987 and as Secretary of RCI since 2002. Mr.
Miller has also served as Vice President, General Counsel and Secretary of
Wireless and RWCI since 1991.



<P align="center" style="font-size: 10pt">26
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<DIV style="font-family: 'Times New Roman',Times,serif">



<P align="left" style="font-size: 10pt"><B>Melinda M. Rogers</B>, 33, resides in Toronto and has been a director of RCI since
May&nbsp;2002. Ms.&nbsp;Rogers also serves as a director of Rogers Cable Inc., The
Ontario Media Development Corporation, STSN Inc.
and the Jays Care Foundation. Ms.&nbsp;Rogers was appointed Vice-President, Venture
Investments of RCI in September&nbsp;2000. Prior to joining RCI, Ms.&nbsp;Rogers was a
Product Manager for Excite@Home, Redwood City, California. Ms.&nbsp;Rogers holds a
B.A., University of Western Ontario, and an M.B.A., University of Toronto.


<P align="left" style="font-size: 10pt"><B>Thomas A. Turner, Jr. </B>resides in Toronto, Ontario and has served as Vice
President, Convergence of RCI since 2001. Mr.&nbsp;Turner has been associated with
Rogers since 1992.


<P align="left" style="font-size: 10pt"><B>E. Jennifer Warren </B>resides in Toronto, Ontario and has served as Vice President
and Assistant General Counsel of RCI since 2000. Ms.&nbsp;Warren served as Legal
Counsel of RCI from 1996 to 2000.


<P align="left" style="font-size: 10pt"><B>David J. Watt </B>resides in Toronto, Ontario and has served as Vice President,
Business Economics of RCI since 1999. From 1995 to 1999, Mr.&nbsp;Watt served as
Vice President, Telecom Affairs of RCI, during which time Mr.&nbsp;Watt was seconded
to the Canadian Cable Television Association as Senior Vice President,
Economics and Telecommunications.


<P align="left" style="font-size: 10pt"><B>Richard Wong </B>resides in Toronto, Ontario and has served as Vice President,
Business Performance of RCI since 2003. From 2001 to 2003 Mr.&nbsp;Wong was Senior
Vice President, Finance for the Toronto Blue Jays.


<P align="left" style="font-size: 10pt"><B>Daphne Evans </B>resides in Toronto, Ontario and has served as Assistant Secretary
of RCI since 2002. Ms.&nbsp;Evans has been an officer of RCI since 1979, serving as
Secretary from 1993 to 2002 and as Assistant Secretary prior to 1993. Ms.
Evans also serves as Assistant Secretary of RCI&#146;s subsidiaries.


<P align="left" style="font-size: 10pt"><B>Ronald D. Besse</B>, 65, resides in Toronto, Ontario and has been a director of RCI
since June&nbsp;1984. Mr.&nbsp;Besse was formerly Chairman, President and Chief
Executive Officer, Gage Learning Corporation. Mr.&nbsp;Besse is also a director of
CML Healthcare Inc., C.I. Fund Management Inc., Luxembourg Cambridge Holding
Group and Rogers Media Inc. Mr.&nbsp;Besse graduated from Ryerson Polytechnical
University, Business Administration, 1960 and was awarded the Alumni Award of
Distinction, Business Administration, 1998. Mr.&nbsp;Besse is a member of the Chief
Executives&#146; Organization, World Presidents&#146; Organization, and past President,
Canadian Book Publishers&#146; Council.


<P align="left" style="font-size: 10pt"><B>Thomas I. Hull</B>, 72, resides in Toronto, Ontario and has been a director of RCI
since February&nbsp;1979. Mr.&nbsp;Hull is Chairman and Chief Executive Officer of The
Hull Group of Companies. Mr.&nbsp;Hull is also a director of Rogers Wireless
Communications Inc., Rogers Media Inc. and Rogers Telecommunications Limited.
Mr.&nbsp;Hull is a graduate of Upper Canada College and the Insurance Co. of North
America College of Insurance and Risk Management. Mr.&nbsp;Hull is a life member of
the Canadian Association of Insurance and Financial Advisors and past president
of the Life Underwriters&#146; Association of Toronto.


<P align="left" style="font-size: 10pt"><B>Robert W. Korthals</B>, 70, resides in Toronto, Ontario and has been a director of
RCI since February&nbsp;1995. Mr.&nbsp;Korthals is currently Chairman of the Ontario
Teachers&#146; Pension Plan Board and a director of Cognos Inc., Rogers Cable Inc.,
Suncor Energy Inc., Mulvihull Exchange Traded Open-End Funds and Jannock
Properties Ltd. Mr.&nbsp;Korthals joined The Toronto Dominion Bank in 1967, was
appointed President in 1981, and served in this capacity until 1995. Mr.
Korthals holds a B.Sc., Chemical Engineering, University of Toronto, and an
M.B.A., Harvard Business School.


<P align="left" style="font-size: 10pt"><B>Alexander Mikalachki</B>, 70, resides in London, Ontario and has been a director of
RCI since June&nbsp;1999. Mr.&nbsp;Mikalachki is also a director of The Independent
Order of Foresters, Pacific and Western Credit Inc., and SimEx Inc. Mr.
Mikalachki served as Acting Dean, 1989-90, Associate Dean, Programs, 1981-1991
and Professor Emeritus, 2000, Richard Ivey School of Business, University of
Western Ontario. Mr.&nbsp;Mikalachki holds a B. Comm., Sir George Williams College
and an M.B.A., Ph.D., Ivey Business School, University of Western Ontario.


<P align="left" style="font-size: 10pt"><B>The Hon. David R. Peterson, P.C., Q.C.</B>, 60, resides in Toronto, Ontario and has
been a director of RCI since April&nbsp;1991. Mr.&nbsp;Peterson is a senior partner and
Chairman of Cassels Brock &#038; Blackwell LLP and Chairman of
Cassels&#149;Pouliot&#149;Noriega, an international affiliation of Toronto, Montreal and
Mexico City law firms. Mr.&nbsp;Peterson was elected as a Member of the Ontario
Legislature in 1975 and became the Leader of the Ontario Liberal party in 1982.
He served as Premier of Ontario between 1985 and 1990. Mr.&nbsp;Peterson is also a
director of a number of boards that includes Ivanhoe Cambridge Shopping Centres

<P align="center" style="font-size: 10pt">27
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<DIV style="font-family: 'Times New Roman',Times,serif">


<P align="left" style="font-size: 10pt">Limited, Industrielle Alliance Assurance Company and National Life Assurance
Company, Rogers Wireless Communications Inc. and BNP Paribas. Mr.&nbsp;Peterson
holds a B.A. and LL.B., University of Toronto, was called to the Bar of Ontario
in 1969, appointed Queen&#146;s Counsel in 1980, and summoned by Her Majesty to the
Privy Council in 1992.


<P align="left" style="font-size: 10pt"><B>Loretta A. Rogers</B>, 65, resides in Toronto, Ontario and has been a director of
RCI since December&nbsp;1979. Mrs.Rogers also serves as a director of Rogers Media
Inc., Rogers Telecommunications Limited and Sheena&#146;s Place. Mrs.&nbsp;Rogers holds a
B.A., University of Miami and an honourary Doctorate of Laws, University of
Western Ontario.


<P align="left" style="font-size: 10pt"><B>William T. Schleyer</B>, 52, resides in Rye Beach, New Hampshire and has been a
director of RCI since August&nbsp;1998. Mr.&nbsp;Schleyer is Chairman and Chief
Executive Officer of Adelphia Communications Corp. He previously served as
President and Chief Executive Officer, AT&#038;T Broadband, as a principal in Pilot
House Ventures, where he served as a liaison between investors and
entrepreneurs, as President and Chief Operating Officer of MediaOne, the
broadband services arm of U.S. West Media Group, and as President and Chief
Operating Officer of Continental Cablevision, Inc. before that company&#146;s merger
with U.S. West in 1996. Mr.&nbsp;Schleyer holds a B.A., Mechanical Engineering,
Drexel University and an M.B.A., Harvard.


<P align="left" style="font-size: 10pt"><B>Ian H. Stewart, Q.C.</B>, 70, resides in Victoria, British Columbia and has been a
director of RCI since July&nbsp;1990. Mr.&nbsp;Stewart resigned from his position as
Assistant Secretary in April&nbsp;2003. Mr.&nbsp;Stewart is a member of the Law Society
of British Columbia and President of Appin Investments Limited. Mr.&nbsp;Stewart is
a former alderman of the City of Victoria, a former member and long-time Chair
of the Board of Governors of the University of Victoria, and a past President
of the B.C. Automobile Dealers Association. Mr.&nbsp;Stewart holds a B.A. and an
LL.B., University of British Columbia.


<P align="left" style="font-size: 10pt"><B>Peter C. Godsoe, O.C</B>, 65, resides in Toronto, Ontario and has been a director
of the Corporation since October, 2003. Mr.&nbsp;Godsoe has served as Chairman
(1995), Chief Executive Officer (1993), President and Chief Operating Officer
(1992)&nbsp;and Vice-Chairman (1982), of The Bank of Nova Scotia since 1966. Mr.
Godsoe is also director of Empire Company Limited, Fairmont Hotels &#038; Resorts,
Ingersoll-Rand company, Lonmin PLC and Templeton Emerging Markets Investment
Fund. Mr.&nbsp;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.


<P align="left" style="font-size: 10pt"><B>John A. Tory, Q.C.</B>, 74, resides in Toronto, Ontario and has been a director of
RCI since December&nbsp;1979. Mr.&nbsp;Tory is President of Thomson Investments Limited.
Mr.&nbsp;Tory also serves as a director of The Thomson Corporation, The Woodbridge
Company Limited and Abitibi-Consolidated Inc. Mr.&nbsp;Tory was educated at
University of Toronto Schools, Toronto, Phillips Academy, Andover,
Massachusetts, and University of Toronto and holds an LL.B., University of
Toronto. Mr.&nbsp;Tory was called to the Bar of Ontario in 1954 and appointed
Queen&#146;s Counsel in 1965.


<P align="left" style="font-size: 10pt"><B>J. Christopher C. Wansbrough</B>, 71, resides in Toronto, Ontario and has been a
director of RCI since December&nbsp;1982. Mr.&nbsp;Wansbrough is Chairman, Rogers
Telecommunications Limited. Mr.&nbsp;Wansbrough also served as President of
National Trust Company and Chairman of the Board of Omers Realty Corporation.
Mr.&nbsp;Wansbrough serves as a director of United Corporations Ltd., Rogers
Wireless Communications Inc., Rogers Cable Inc. and Rogers Media Inc. Other
affiliations include Chairman of the Board of the R.S. McLaughlin Foundation
and The Independent Order of Foresters. Mr.&nbsp;Wansbrough holds a B.A.,
University of Toronto, and is a Chartered Financial Analyst.


<P align="left" style="font-size: 10pt"><B>W. David Wilson</B>, 59, resides in Toronto, Ontario and has been a director of RCI
since February&nbsp;1979. Mr.&nbsp;Wilson is Vice-Chairman, Bank of Nova Scotia and
Chairman and Chief Executive Officer, Scotia Capital Inc. Mr.&nbsp;Wilson joined
McLeod Young Weir Limited in 1971 and became Managing Director, Corporate
Finance Department in 1984, President and Deputy Chief Executive Officer,
ScotiaMcLeod, in 1993 and Chairman and Chief Executive Officer of Scotia
Capital Markets in 1998 and Vice-Chairman, Bank of Nova Scotia in 2002. Mr.
Wilson is a director of University of Toronto Press and the Art Gallery of
Ontario and a member of he Dean&#146;s Advisory Council for the Schulich School of
Business, York University and the 5-year Review Committee (reviewing the
<I>Securities Act </I>(Ontario). Mr.&nbsp;Wilson holds a B. Comm., University of Toronto
and an M.B.A., York University.



<P align="center" style="font-size: 10pt">28
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<!-- link2 "ITEM 9 &#151; ADDITIONAL INFORMATION" -->

<P align="left" style="font-size: 10pt"><B>ITEM 9 &#151; ADDITIONAL INFORMATION</B>


<P align="left" style="font-size: 10pt"><I>General</I>


<P align="left" style="font-size: 10pt">The Company shall provide to any company or person, upon request to the
Secretary of the Company:



<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">(a)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>when the securities of the Company are in the course of a distribution
pursuant to a short form prospectus or a preliminary short form prospectus
has been filed in respect of a distribution of its securities:</TD>
</TR>

</TABLE>


<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(i)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>one copy of the annual information form of the Company, together
with one copy of any document, or the pertinent pages of any document,
incorporated by reference in the annual information form;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(ii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>one copy of the comparative financial statements of the Company for
its most recently completed financial year together with the
accompanying report of the auditors and one copy of any interim
financial statements of the Company subsequent to the financial
statements for its most recently completed financial year;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(iii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>one copy of the information circular to the Company in respect of
its most recent annual meeting of shareholders that involve the
election of directors or one copy of any annual filing prepared in lieu
of that information circular, as appropriate; and</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(iv)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>one copy of any other documents that are incorporated by reference
into the preliminary short-form prospectus or the short-form prospectus
and are not required to be provided under (i)&nbsp;to (iii)&nbsp;above;</TD>
</TR>

</TABLE>

<P align="left" style="font-size: 10pt">or


<P align="left" style="font-size: 10pt">(b)&nbsp;at any other time, one copy of any other documents referred to in (a)(i),
(ii)&nbsp;and (iii)&nbsp;above, provided the Company may require the payment of a
reasonable charge if the request is made by a person or company who is not a
security holder of the Company.


<P align="left" style="font-size: 10pt">The Secretary of the Company can be contacted at the Company&#146;s principal
office, located at 333 Bloor Street East, 9th Floor, Toronto, Ontario, Canada,
M4W 1G9 (telephone: 416-935-7777).


<P align="left" style="font-size: 10pt">Additional information including directors and officers remuneration and
indebtedness, principal holders of the Company&#146;s securities, options to
purchase securities and interest of insiders and material transactions is
contained in the Company&#146;s management information circular for its most recent
annual meeting of shareholders that involved the election of directors.
Additional financial information is provided in the Company&#146;s comparative
financial statements for its most recently completed financial year, including
the Notes thereto. Detailed information concerning the Company&#146;s significant
accounting policies and Canadian and United States accounting policy
differences is presented in Notes 2 and 22, respectively.




<P align="center" style="font-size: 10pt">29
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<P align="left"><FONT size="2"><B>Rogers Communications Inc.</B>
</FONT>

<P align="left"><FONT size="2">2003 MANAGEMENT&#146;S DISCUSSION AND ANALYSIS</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
For the purposes of this discussion, the operations of Rogers
Communications Inc. (&#147;Rogers&#148;, &#147;RCI&#148; or the
&#147;Company&#148;) and the financial results relating to its
operations have been reported in three segments:
</FONT>
<TABLE style="font-size:10pt" align="center" cellspacing="0" cellpadding="0" border="0" width="100%">
 <TR>
  <TD width="3%" align="right">&#149;</TD>
  <TD width="1%">&nbsp;</TD>
  <TD>&#147;Cable&#148; or &#147;Rogers Cable&#148;, which refers to
Rogers&#146; wholly owned subsidiary Rogers Cable Inc.;</TD>
 </TR>
 <TR>
  <TD width="3%" align="right">&nbsp;</TD>
  <TD width="1%">&nbsp;</TD>
  <TD>&nbsp;</TD>
 </TR>
 <TR>
  <TD width="3%" align="right">&#149;</TD>
  <TD width="1%">&nbsp;</TD>
  <TD>&#147;Wireless&#148;, &#147;Rogers Wireless&#148; or
&#147;RWCI&#148;, which refers to Rogers&#146; 55.8% owned subsidiary
Rogers Wireless Communications Inc.; and</TD>
 </TR>
 <TR>
  <TD width="3%" align="right">&nbsp;</TD>
  <TD width="1%">&nbsp;</TD>
  <TD>&nbsp;</TD>
 </TR>
 <TR>
  <TD width="3%" align="right">&#149;</TD>
  <TD width="1%">&nbsp;</TD>
  <TD>&#147;Media&#148; or &#147;Rogers Media&#148;, which refers to
Rogers&#146; wholly owned subsidiary Rogers Media Inc.</TD>
 </TR>

</TABLE>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
RCI, Cable, Wireless and Media are collectively referred to as the
&#147;Rogers Group of Companies&#148;.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
This discussion should be read in conjunction with the audited
Consolidated Financial Statements and Notes thereto for 2003.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
financial information presented herein has been prepared on the basis
of Canadian generally accepted accounting principles
 (&#147;GAAP&#148;). Please refer to Note 22 to the Consolidated
Financial Statements for a summary of differences between Canadian and
United States (&#147;U.S.&#148;) GAAP.

</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
This discussion, the Consolidated Financial Statements and the notes
thereto have been reclassified to reflect the retrospective
application of Canadian Institute of Chartered Accountants Handbook
Section 1100, &#147;Generally Accepted  Accounting Principles&#148;
and Emerging Issues Committee Abstract 142, &#147;Revenue
Arrangements with Multiple Deliverables&#148;. The retrospective
adoption of these pronouncements resulted in our presentation of a
classified balance sheet and the reclassification of the change in
non-cash working capital items related to property, plant and
equipment (&#147;PP&amp;E&#148;) from operating activities to
PP&amp;E expenditures under investing activities. For a more complete
discussion, see the section entitled &#147;&#151; New Accounting
Standards &#151; GAAP Hierarchy&#148;. The retrospective adoption of
these pronouncements also resulted in the reclassification of certain
revenue and expense items, which are detailed in the section
entitled &#147;&#151; Revenue Recognition&#148;.</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Throughout this discussion, percentage changes are calculated using
numbers rounded to the decimal to which they appear. All dollar amounts are in
Canadian dollars unless otherwise indicated.
</FONT>
<P align="left"><FONT size="2">CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This Management&#146;s Discussion and Analysis includes forward-looking
statements concerning the future performance of the Company&#146;s business, its
operations and its financial performance and condition. When used in this
Management&#146;s Discussion and Analysis, the words &#147;believe&#148;, &#147;anticipate&#148;,
&#147;intend&#148;, &#147;estimate&#148;, &#147;expect&#148;, &#147;project&#148; 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. The Company cautions that all forward-looking information
is inherently uncertain and actual results may differ materially from the
assumptions, estimates or expectations reflected or contained in the
forward-looking information, and that actual future performance will be
affected by a number of factors, including economic conditions, technological
change, regulatory change and competitive factors, many of which are beyond its
control. Therefore, future events and results may vary significantly from what
the Company currently foresees. The Company is under no obligation (and
expressly disclaims any such obligation) to update or alter the forward-looking
statements whether as a result of new information, future events or otherwise.
For a more detailed discussion of factors that may affect actual results, see
discussions under &#147;Cable Risks and Uncertainties&#148;, &#147;Media Risks and
Uncertainties&#148; and &#147;Wireless Risks and Uncertainties&#148; below.
</FONT>


<P align="left"><FONT size="2">OVERVIEW
</FONT>

<P align="left"><FONT size="2"><I>Company</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Rogers is a diversified national Canadian communications company, which is
engaged in cable television, broadband Internet (&#147;Internet&#148;) access and video
retailing through its wholly owned subsidiary Rogers Cable, in wireless voice,
data and messaging services through its 55.8% owned subsidiary
</FONT>
<P align="center"><FONT size="2">&nbsp;</FONT>

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<P align="center"><FONT size="2">2</FONT>

<P align="left"><FONT size="2">Rogers Wireless, and in radio and television broadcasting, televised
shopping, consumer magazines and trade and professional publications through
its wholly owned subsidiary Rogers Media. In addition, Rogers holds other
investment interests, including an interest in the Toronto Blue Jays Baseball
Club (the &#147;Blue Jays&#148;) and in a pay-per-view movie service as well as in
several digital specialty channels, all of which are accounted for by the
equity method.
</FONT>

<P align="left"><FONT size="2">COMPANY STRATEGY
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company&#146;s business strategy is to maximize revenue, operating profit
and return on invested capital by maintaining and enhancing its position as one
of Canada&#146;s leading national diversified communications and media companies.
Rogers&#146; objective is to be the preferred provider of communications,
entertainment and information services to Canadians. The Company seeks to take
advantage of opportunities to leverage its networks, infrastructure, sales
channels and marketing opportunities across the Rogers Group of Companies to
create value for its customers and shareholders.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;RCI helps to identify and facilitate opportunities for its cable, wireless
and media businesses to create bundled product and service offerings, as well
as for the cross-marketing and cross-promotion of products and services to
increase sales and enhance subscriber loyalty. The Company also works to
identify and implement areas of opportunity for its businesses that will
enhance operating efficiencies and capital utilization by sharing
infrastructure, corporate services and sales distribution channels. During
2003, the sharing of call centre and information technology infrastructure
enabled the Company to form an integrated Cable and Wireless customer service
group serving the needs of customers subscribing to both Cable and Wireless
services. The Company also offers a combined bill for customers who
subscribe to multiple services from across the Rogers group of companies.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Cable,
together with RCI, announced an initiative on February&nbsp;12, 2004,
to deploy an advanced broadband Internet Protocol (IP) multimedia
network to support primary line voice-over-cable telephony and other new
services across cable service areas. This investment plan, the
completion of which assumes a regulatory environment supportive of
competition from voice-over-cable telephony, includes the capital costs
required to deploy a scalable primary line quality digital
voice-over-cable telephony service utilizing PacketCable and DOCSIS
standards, including the costs associated with switching, transport,
IP network redundancy, multi-hour network and customer premises
powering, network status monitoring, customer premises equipment,
information technologies and systems integration. Cable also expects the
PP&#38;E expenditures required to deploy this platform will be
approximately $200&nbsp;million over two years. Cable also expects the
majority of the PP&#38;E expenditures will occur in the first 12 to 18
months of the deployment, with 2004 expenditures expected to be
between $140&nbsp;million and $170&nbsp;million. Once this initial
platform is deployed, the additional variable PP&#38;E
expenditures associated with adding each voice-over-cable telephony service subscriber, which
includes uninterruptible backup powering at the home, is expected to be
in the range of $300 to $340 per subscriber.</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Cable is
currently refining its business strategies with respect to
voice-over-cable telephony services. As a result, the PP&#38;E
expenditures, costs and timeline described above are initial
estimates. In addition, Cable, together with RCI, is considering
offering the telephony services described above through another
wholly owned RCI subsidiary, Rogers Telecom Inc. (Rogers Telecom).
RCI is currently in the process of recruiting an industry executive
to lead Rogers Telecom. Although Cable&#146;s
business strategies and organizational structure with respect to
telephony services continue to be refined, it plans to incur most or all of
the PP&#38;E expenditures described above to upgrade its network to an
advanced broadband multimedia platform capable of supporting
voice-over-cable telephony and other new services. In the event that
Rogers Telecom offers voice-over-cable telephony services, Cable
would enter into an agreement with Rogers Telecom which could relate
to, among other things, access to and the use of Cable&#146;s network.</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For a more detailed discussion of the business strategies of the Cable,
Wireless and Media divisions, please refer to the respective sections below.
</FONT>

<P align="left"><FONT size="2">KEY PERFORMANCE INDICATORS
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company measures the success of its strategies using a number of key
performance indicators, which are outlined below. With the exception of
revenue, the following key performance indicators are not measurements in
accordance with Canadian or U.S. GAAP and should not be considered as an
alternative to net income or any other measure of performance under Canadian or
U.S. GAAP.
</FONT>




<P align="left"><FONT size="2"><I>Revenue</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Revenue is a measurement defined by Canadian and U.S. GAAP. Revenue is net of items such as trade or volume
discounts and certain excise and sales taxes. It is the base on which
operating profit cash flow, a key performance indicator defined below, is
determined. It measures the potential to deliver operating profit cash flow as well as
indicating the level of growth in a competitive market place.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company derives its revenues principally from a combination of:
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">

    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">recurring monthly subscription-based fees for services from Cable and Wireless;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">incremental usage-based fees from subscribers of Cable and Wireless;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">revenues from retail operations at
Cable and Wireless; and</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">revenues at its Media division, which derives its revenues from a
combination of magazine subscriptions and advertising revenues in
television, radio and publishing, subscriptions for television stations
received from cable and satellite providers and retail sales derived
from its televised home shopping network.</FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2"><I>Subscriber Counts</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company determines the number of subscribers of its services and
publications based on active subscribers. A wireless subscriber is,
generally, represented
by each identifiable telephone number. A cable subscriber is represented by a
dwelling unit. In the case of multiple units in one dwelling, such as an
apartment building, each tenant with cable service, whether invoiced
individually or having services included in his or her rent, is counted as one
subscriber. Commercial or institutional units, such as hospitals or hotels,
are each considered to be one subscriber. When subscribers are
deactivated,
either voluntarily or involuntarily for non-payment, these customers are
considered to be deactivations in the month that service is discontinued.
</FONT>
<P align="left"><FONT size="2"><I>Subscriber Churn</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Subscriber churn is calculated on a monthly basis. For any particular
month, subscriber churn for Cable or Wireless represents the number of
subscribers deactivating in the month divided by the aggregate number of
subscribers at the beginning of the month. When used or reported for a period
greater than one month, subscriber churn represents the monthly average of the
subscriber churn for the period.
</FONT>
<P align="left"><FONT size="2"><I>Average Revenue per Subscriber</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
average revenue per subscriber, or ARPU, is calculated on a monthly basis. For any
particular month, ARPU represents monthly revenue divided by the average number
of subscribers during the month. In the case of Wireless, ARPU
represents monthly network revenue divided by the average number of
subscribers during the month. Network revenue is used, instead of
total revenue, because network revenue excludes the impact of the
sale of equipment, which is generally sold at a price that
approximates cost to facilitate competitive pricing at the retail
level. ARPU, when used in connection with a
particular type of subscriber, represents monthly revenue generated from these
subscribers divided by the average number of these subscribers during the
month. When used or reported for a period greater than one month, ARPU
represents the average of the ARPU calculations for each period. The Company believes ARPU helps indicate whether the Company
has been successful in attracting and retaining higher value
subscribers.
</FONT>
<P align="left"><FONT size="2"><I>Operating Expenses</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Operating expenses are segregated into three categories
for assessing business performance:
</FONT>

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<P align="center"><FONT size="2">3</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">cost of sales, which is comprised of wireless equipment costs, Rogers
Video (a subsidiary of Cable &#147;Video&#148;) store merchandise and depreciation of Video
store rental assets, as well as cost of goods sold by the Shopping Channel
a subsidiary of Media;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">sales and marketing expenses, which
represent the costs to acquire new
subscribers in the Company&#146;s subscription-based businesses and include
items such as commissions paid to third parties for new activations
remuneration and benefits to sales and marketing employees, as well as
direct overheads related to these activities, and the costs of
operating the video chain store locations and retail operations of
Wireless stores; and</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">operating, general and administrative expenses, which include all
other expenses incurred to operate the business on a day-to-day basis
and service existing subscriber relationships, including retention costs, inter-carrier payments to roaming partners and
long-distance carriers, programming related costs, Internet and
e-mail services and printing and
production costs.</FONT></TD>
</TR>
</TABLE>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In the wireless and cable industries in Canada, the demand for services
continues to grow and the variable costs, such as
commissions paid for subscriber activations, as well as the fixed costs of
acquiring new subscribers are significant. Fluctuations in the number of
activations of new subscribers from period-to-period and the seasonal nature of
both Cable and Wireless&#146; subscriber additions result in fluctuations in sales
and marketing expenses. In the Company&#146;s Media business, sales and marketing
expenses may be significant to promote publishing, radio and television
properties, which in turn attract advertisers, viewers, listeners and readers.
</FONT>

<P align="left"><FONT size="2"><I>Cost of Acquisition per Subscriber</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Cost of
acquisition per subscriber (&#147;COA&#148;), which is also often referred to in the
industry as &#147;subscriber acquisition cost&#148; or &#147;cost per gross addition&#148;, is
calculated by dividing total sales and marketing expense plus costs
related to equipment provided to existing subscribers, for the
period by the total number of gross subscriber activations. COA is a
measure followed closely by the Company and used most commonly in a Wireless
context and is generally
in direct proportion to the level of ARPU and term of a
subscriber&#146;s contract.
</FONT>

<P align="left"><FONT size="2"><I>Operating Expense per Subscriber</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Operating
expense per subscriber, expressed as a monthly average, is
calculated by dividing total operating, general and administrative expenses plus costs
related to equipment provided to existing subscribers by
the average number of subscribers during the period. Operating
expense per subscriber is tracked as a measure of the Company&#146;s ability to
leverage its operating cost structure across a growing subscriber base, and the
Company believes that it is an important measure of its ability to attain the
benefits of scale as the Company increases its business.
</FONT>

<P align="left"><FONT size="2"><I>Operating Profit and Operating Profit Margin</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Company defines operating profit as net income before
depreciation and amortization, interest expense, income taxes and non-operating items which include losses from investments accounted for by the equity method,
foreign exchange gains, loss on repayment of long-term debt, gain (loss)&nbsp;on the
sale of other investments, writedown of investments, the gain on the
disposition of AT&#038;T Canada Deposit Receipts, other income and non-controlling
interest as well as the 2002 workforce reduction costs and the Wireless net recovery
related to the change in estimates of sales tax and CRTC contribution
liabilities. Operating profit is a standard
measure used in the communications industry to assist in understanding and
comparing operating results and is often referred to by the Company&#146;s
competitors as earnings before interest, taxes, depreciation and
amortization (EBITDA) or operating income before depreciation and
amortization (OIBDA). The Company believes this is an important measure as it
allows the Company to assess its ongoing businesses without the impact of
depreciation or amortization expenses as well as non-operating factors. It is
intended to indicate the Company&#146;s ability to incur or service debt, invest in
property, plant and equipment (&#147;PP&#038;E&#148;) and allow the Company to compare itself to competitors who have different
capital or organizational structures. This measure is not a defined term under
GAAP.
</FONT>


<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company calculates operating profit margin by dividing operating
profit by revenue for operating segments in the case of the Cable and Media
businesses. For Wireless, operating profit margin is calculated by dividing
operating profit by network revenue. Network revenue is used in the calculation, instead of total revenue, because
network revenue excludes the impact of the sale of equipment, which is
generally sold at a price that approximates cost to facilitate competitive
pricing at the retail level. This measure is not a defined term under
GAAP.
</FONT>

<P align="left"><FONT size="2"><I>Additions to PP&#038;E</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;PP&#038;E expenditures include those costs associated with acquiring and
placing into service the Company&#146;s PP&#038;E. Because the wireless communications business
requires extensive and continual investment in equipment, including investment
in new technologies and expansion of geographical reach and capacity,
additions to PP&#038;E
are significant and management focuses continually on the
planning, funding and management of these expenditures. The Company focuses
more on managing additions to PP&#038;E than it does on managing depreciation and
amortization expense because additions to PP&#038;E have a more
direct impact on the
Company&#146;s cash flow, whereas depreciation and amortization are non-cash
accounting measures required under GAAP.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Additions to PP&amp;E included in the
Consolidated Statement of Cash Flows comprise additions to PP&amp;E
on a cash basis. The addition to PP&amp;E based on the accrual basis
represent PP&amp;E that we actually took title to in the period.
Accordingly, for purposes of comparing our PP&amp;E outlays, we
believe that additions to PP&amp;E on the accrual basis best reflect
our cost of PP&amp;E in a period, and provides a more accurate
determination for period-to-period comparisons. Our discussions of
additions to PP&amp;E as found in the sections titled &#147; Additions to PP&#038;E&#148; are based on the accrual basis.</FONT>
<P align="left"><FONT size="2">SEASONALITY
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company&#146;s operating results are subject to seasonal fluctuations that
materially impact quarter-to-quarter operating results. Accordingly,
one quarter&#146;s
operating results are not necessarily indicative of what a subsequent quarter&#146;s
operating results will be. Each of Cable, Wireless and Media has unique
seasonal aspects to their businesses. For a detailed discussion of the seasonal
trends effecting the Cable, Wireless and Media businesses, refer to the
respective sections below.
</FONT>
<P align="left"><FONT size="2">OVERVIEW OF GOVERNMENT REGULATION
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Substantially all of the business activities of the Company and its
subsidiaries, except for the non-broadcasting operations of Rogers Media, are
regulated by the Canadian Federal Department of Industry, Science and
Technology, on behalf of the Minister of Industry (Canada) (collectively
&#147;Industry Canada&#148;) and the Canadian Radio-television and Telecommunications
Commission (&#147;CRTC&#148;) under the Telecommunications Act (Canada) (the
&#147;Telecommunications Act&#148;) and the Broadcasting Act (Canada) (the &#147;Broadcasting
Act&#148;), and, accordingly, the Company&#146;s results of operations are affected by
changes in regulations and decisions by these regulators.
</FONT>
<P align="left"><FONT size="2"><I>Canadian Radio-television and Telecommunications Commission</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Canadian broadcasting operations, including Rogers&#146; cable television
systems, radio and television stations, and specialty services are licenced and
regulated by the CRTC pursuant to the Broadcasting Act. Under the Broadcasting
Act (Canada), the CRTC is responsible for regulating and supervising all aspects of the
Canadian broadcasting system with a view to implementing certain broadcasting
policy objectives enunciated in the Broadcasting Act (Canada). The CRTC is also
responsible under the Telecommunications Act for the regulation of
telecommunications carriers, including Wireless&#146; cellular and messaging
operations and the Internet services provided by Cable.
</FONT>
<P align="left"><FONT size="2"><I>Copyright Board of Canada</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Copyright Board is a regulatory body established pursuant to the
Copyright Act (Canada) (the &#147;Copyright Act&#148;) to oversee the collective
administration of copyright royalties in Canada and to establish the royalties payable for the use of certain copyrighted works.
Historically, the Copyright Board (Canada) has been responsible for the
review, consideration and approval of copyright tariff royalties payable to copyright
collectives by Canadian broadcasting undertakings, including cable, radio,
television and specialty services.
</FONT>
<P align="left"><FONT size="2"><I>Industry Canada</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The technical aspects of the operation of radio and television stations,
frequency-related operations of the cable television networks and the awarding
of spectrum for cellular, messaging and other radio-telecommunications systems
in Canada are subject to the licensing requirements and oversight of
Industry. Industry Canada may set
technical standards for telecommunications under the Radiocommunication Act
(Canada) and the Telecommunications Act (Canada).
</FONT>
<P align="left"><FONT size="2"><I>Restrictions on Non-Canadian Ownership and Control</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Non-Canadians are permitted to own and control directly or indirectly up
to 33 1/3% of the voting shares and 33 1/3% of the votes of a holding company
which has a subsidiary operating company licenced under the
Broadcasting Act (Canada).
In addition, up to 20% of the voting shares and 20% of the votes of the
operating licencee company may be owned and controlled directly or indirectly
by non-Canadians. The chief executive officer and 80% of the members of the
board of directors of the operating licencee must be resident Canadians. There
are no restrictions on the number of non-voting shares that may be held by
non-Canadians at either the holding company or licencee company level. The CRTC
retains the discretion to determine as a question of fact whether a given
licencee is controlled by non-Canadians.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On May&nbsp;10, 2001, the Minister of Canadian Heritage asked a Parliamentary
Committee to conduct a review of the Broadcasting Act(Canada) and examine, among other
things, the current restrictions on foreign ownership of companies licenced
under the Broadcasting Act(Canada).
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant
to the Telecommunications Act (Canada) and associated regulations, up to
20% of the voting shares of a Canadian carrier, such as the Company&#146;s operating
subsidiary Rogers Wireless Inc. (&#147;RWI&#148;) and up to 33 1/3% of the voting shares
of a parent company, such as Wireless or RCI, may be held by non-Canadians,
provided that neither the Canadian carrier nor its parent is otherwise
controlled by non-Canadians. Similar restrictions are contained in the
Radiocommunication Act (Canada).
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In April 2003, the House of Commons Industry Committee released a report
calling for the removal of foreign ownership restrictions for
telecommunications carriers and broadcasting distribution undertakings. In
June 2003, the House of Commons Heritage Committee released a report which
opposed the Industry Committee&#146;s recommendation. The Cabinet responded to the
Industry Committee report in September 2003 and to the Heritage Committee
report in November 2003. Officials from the Industry and Heritage departments
will convene to reconcile the two positions. It is expected that
sometime during 2004, the
Government of Canada intends to be in a position to examine possible solutions.
Rogers supports the recommendation as it pertains to the removal of foreign
ownership restrictions for both telecommunications carriers and broadcasting
distribution undertakings but cannot predict what, if any, changes might
result.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For recent regulatory developments related specifically to the Cable,
Wireless and Media divisions, please refer to the respective sections below.
</FONT>

<P align="left"><FONT size="2">COMPETITION
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company currently faces effective competition in each of its primary
businesses from entities providing substantially similar services, some of
which entities have significantly greater resources than the Company. Each of the Company&#146;s businesses also faces competition from
entities utilizing alternative communications technologies and may face
competition from other technologies being developed or to be developed in the
future. For a detailed discussion of the specific competition facing each of
the Cable, Wireless and Media businesses, please refer to the respective
sections below.
</FONT>
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<P align="center"><FONT size="2">4</FONT>

<P align="left"><FONT size="2">INTERCOMPANY AND RELATED PARTY
TRANSACTIONS
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;From time to time, the Company enters into agreements with its
subsidiaries and other related parties that the Company believes are mutually
advantageous to the Company and its affiliates. The Company&#146;s subsidiaries
also enter into agreements with related parties. For example, Wireless has
entered into a reciprocal roaming arrangement and other agreements related to
the marketing and delivery of wireless services with AWE, one of the Wireless&#146;
significant shareholders.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each of Wireless, Cable and Media has entered into a management services
agreement under which the Company provides a range of services, including
strategic planning, financial and information technology services. The Company
also maintains contractual relationships with Wireless and Cable involving
other cost sharing and services agreements. In late 2001, the Company began
providing customer service call centre services to Wireless and Cable thereby
expanding the contractual relationships between the companies. In January
2003, the Company began managing the collection of accounts receivable of
Wireless and Cable.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company monitors its intercompany and related party agreements to
ensure that the agreements remain beneficial to the Company. The Company is
continually evaluating the expansion of existing arrangements and entry into
new contracts.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;See &#147;Intercompany and Related Party Transactions&#148; below.
</FONT>
<P align="left"><FONT size="2">CRITICAL ACCOUNTING POLICIES
</FONT>

<P align="left"><FONT size="2"><I>General</I></FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Management&#146;s Discussion and Analysis of Operating Results and Financial
Position is made with reference to the Company&#146;s Consolidated Financial
Statements and Notes thereto which have been prepared in accordance with
Canadian GAAP. The preparation of these financial statements requires
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and the disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amount of
revenues and expenses during the period. These estimates are based on
management&#146;s historical experience and various other assumptions that are
believed to be reasonable
</FONT>

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<P align="center"><FONT size="2">5</FONT>

<P align="left"><FONT size="2">under the circumstances, the results of which form the basis for making
judgments about the reported amounts of revenues, expenses, carrying value of assets and liabilities that are not
readily apparent from other sources. Actual results could differ from these
estimates.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company has identified the accounting policies outlined below as
critical to an understanding of its business operations and an understanding of
its results of operations. The impact and any associated risks related to these
policies on its business operations are discussed throughout this Management&#146;s
Discussion and Analysis.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Audit Committee reviews the Company&#146;s accounting policies. The Audit
Committee also reviews all quarterly and annual filings and recommends adoption
of the Company&#146;s annual financial statements to the Company&#146;s board of
directors. For a detailed discussion on the application of these and other
accounting policies, see
Note 2 to the Consolidated Financial Statements.
</FONT>
<P align="left"><FONT size="2"><I>Revenue Recognition</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company considers revenue to be earned as services are performed,
provided that ultimate collection is reasonably assured at the time of
performance. Revenue is categorized into the following types, the majority
of which are recurring in nature on a monthly basis from ongoing relationships,
contractual or otherwise, with the Company&#146;s subscribers:
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">monthly subscriber fees in connection with wireless services and
equipment, cable and Internet services and equipment, equipment rental
and media subscriptions are recorded as revenue on a pro rata basis over
the month;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">revenue from wireless airtime, wireless long-distance and optional
services, pay-per-view and video-on-demand movies, installation and
activation charges, video rentals and other transactional sales of
products, including retail, are recorded as revenue as the services or
products are provided;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">advertising revenue is recorded in the month the advertising airs on
the Company&#146;s radio or television stations and the month in which
advertising is featured in the Company&#146;s media publications; and</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">monthly subscription revenue received by television stations for
subscriptions from video service providers are recorded in the month in
which they are earned.</FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2">Unearned revenue includes subscriber deposits and amounts received from
subscribers related to services and subscriptions to be provided in future
periods.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Effective
January&nbsp;1, 2004, we adopted new accounting standards regarding
the timing of revenue recognition and the classification of certain
items as revenue or expense. See &#147;&#151;&nbsp;Recent Accounting
Developments&nbsp;&#151; Revenue Recognition&#148;.</FONT>

<P align="left"><FONT size="2"><I>Allowance for Doubtful Accounts</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A
significant portion of the Company&#146;s revenue is earned from selling on
credit to individual consumer and business customers. The allowance for
doubtful accounts, as disclosed on the consolidated balance sheet of the Consolidated
Financial Statements, is calculated by taking into account factors such as the
Company&#146;s historical collection and write-off experience, the number of days
the customer is past due, and the status of a customer&#146;s account with respect
to whether or not the customer is continuing to receive service in the case of
Cable and Wireless. As a result, fluctuations in the aging of subscriber
accounts will directly impact the reported amount of bad debt expense. For
example, events or circumstances that result in a deterioration in the aging of
subscriber accounts will in turn increase the
</FONT>

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<P align="center"><FONT size="2">6</FONT>

<P align="left"><FONT size="2">reported amount of bad debt expense. Conversely, as circumstances improve
and customer accounts are adjusted and brought current, the reported amount of
bad debt expense will decline.
</FONT>
<P align="left"><FONT size="2"><I>Subscriber Acquisition Costs</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Cable and Wireless operate within highly-competitive industries and
generally incur significant costs to attract new subscribers. All sales and marketing
expenditures, such as commissions and equipment subsidies (generally relating to wireless
equipment and digital set top converters) related to subscriber
acquisitions are expensed at the time of activation of the subscriber.
A large
percentage of the subscriber acquisition costs, such as equipment
subsidies and commissions, are variable in nature and directly related to the
acquisition of a subscriber. In addition, subscriber acquisition costs on a
per subscriber acquired basis fluctuate on the success of promotional
activity and seasonality of Cable and Wireless businesses. Accordingly if the Company experiences
significant growth in subscriber activations during a period, expenses for that
period will increase.
</FONT>

<P align="left"><FONT size="2"><I>Costs of Subscriber Retention</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In keeping with the practice of expensing costs related to the acquisition
of new cable and wireless subscribers at the time of activation, costs related
to subscriber retention and contract renewals are expensed in the period
incurred. Increased retention activities in a given period will in turn
increase expense in the same period.
</FONT>

<P align="left"><FONT size="2"><I>Capitalization of Direct Labour and Overhead</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As outlined in the recommendations of the Canadian Institute of Chartered
Accountants (&#147;CICA&#148;) with respect to PP&#038;E, capitalization of costs includes the
consideration expended to acquire, construct, develop or better an item of PP&#038;E
and includes all costs directly attributable to those activities. The cost of an item of PP&#038;E includes
direct construction or software development costs, such as materials
and labour, and overhead costs directly attributable to the construction or software
development activity. The cost to enhance the service potential of an item of
PP&#038;E is considered a betterment. Service potential may be enhanced where there
is an increase in the previously assessed service capacity,
associated operation costs are lowered, the life or useful life is extended, or
the quality of service is improved. Costs incurred in the maintenance of the
service potential of an item of PP&#038;E are expensed as incurred.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company capitalizes direct labour and direct overhead incurred to
construct new assets and better existing assets.
Although interest costs are permitted to be capitalized during construction,
the Company&#146;s policy is not to capitalize such interest costs.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Amounts of direct labour and direct overhead that are capitalized
fluctuate from year-to-year depending on the level of customer growth, new
services and network expansion. In addition, the level of capitalization
of direct labour and overhead fluctuates depending on the proportion of internal labour versus external
contractors used in construction projects.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
percentage of direct labour capitalized is determined, in many cases, by
the nature of activities in a specific department. For example, all labour and
direct overhead of the construction departments are capitalized as a result of
the nature of the activity performed by those departments. In some cases, the
amount of capitalization depends on the level of maintenance versus capital
activity that a department performs. In these cases, an analysis of work
activity is applied to determine this percentage allocation.
</FONT>

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<P align="center"><FONT size="2">7</FONT>

<P align="left"><FONT size="2"><I>Depreciation Policies and Useful Lives</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company depreciates the cost of PP&#038;E over the estimated useful service
lives of the items. These estimates of useful lives involve considerable
judgment. In determining these estimates, the Company takes into account
industry trends and company-specific factors, including changing technologies
and expectations for the in-service period of these assets. On an annual
basis, the Company reassesses its existing estimates of useful lives to ensure
they match the anticipated life of the technology from a revenue producing
perspective. If technological change happens more quickly or in a different way than the
Company has anticipated, the Company might have to shorten the estimated life
of certain PP&#038;E, which could result in higher depreciation expense in future
periods or an impairment charge to write down the value of PP&#038;E.
</FONT>

<P align="left"><FONT size="2"><I>Asset Impairment</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
valuations of all long-lived assets, along with spectrum licences and
goodwill, are subject to annual reviews for impairment.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A two-step process
determines impairment of long-lived assets. The first step determines when
impairment must be measured and compares the carrying value to the sum of the
undiscounted cash flows expected to result from their use and eventual
disposition. If the carrying value exceeds this sum, a second step is
performed, which measures the amount of the impairment as the difference
between the carrying value of the long-lived asset and its fair value
calculated using quoted market price or discounted cash flows. An impaired
asset is written down to its estimated fair market value based on the
information available at that time. Considerable management judgment is
necessary to estimate discounted cash flows. Assumptions used in estimating
these cash flows are consistent with those used in internal forecasting and are
compared for reasonability to forecasts prepared by external analysts.
Significant changes in assumptions with respect to the competitive environment
could result in impairment of these assets.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In testing for impairment of goodwill, the Company conducts a two-step
process. In the first step, the fair value of the Company is compared with its
carrying value. If the fair value exceeds the carrying value, no impairment is
considered to have occurred. The second step is performed when the carrying
value of the Company exceeds its fair value, in which case the implied fair
value of the Company&#146;s goodwill is determined in the same manner as it would be
determined in a business combination.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Spectrum
licences are tested for impairment by comparing their fair values
with their carrying values. When fair values exceed carrying values,
no impairment is considered to have occurred.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company cannot predict whether an
event that triggers an impairment will occur, when it will occur or
how it will affect the asset values reported.</FONT>


<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The AT&#038;T brand licence, acquired in 1996 at an aggregate cost of $37.8
million, which provided Rogers Wireless with, among other things, the right to
use the AT&#038;T brand name, was determined to have no remaining useful life at
December&nbsp;31, 2003 as Rogers Wireless had announced its intention
to terminate this brand licence agreement in early 2004. The remaining book
value of $20.0&nbsp;million was therefore fully amortized. See &#147;Related Party and
Intercompany Transactions&#148; for a further discussion of this item and
Note 5(b) to the Consolidated Financial Statements.
</FONT>

<P align="left"><FONT size="2"><I>Pension Assumptions</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On an annual basis, the Company reviews assumptions related to defined
benefit pension plans. As a result, the assumptions related to the weighted
average discount rate for accrued benefit obligations remains at 6.25%, the
weighted average expected long-term rate of return on plan assets remains at
7.25% and the assumption with respect to the weighted average rate of
compensation increase has been reduced from 5.0% to 4.0%. The Company
anticipates that cash contributions to the defined benefit pension
plans will be approximately $9.4&nbsp;million in 2004.
</FONT>
<P align="left"><FONT size="2"><I>Contingencies</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company is subject to various claims and contingencies related to
lawsuits, taxes and commitments under contractual and other commercial
obligations. The Company recognizes liabilities for contingencies and
commitments when a loss is probable and capable of being reasonably estimated.
</FONT>

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<P align="center"><FONT size="2">8</FONT>

<P align="left"><FONT size="2">Significant changes in assumptions as to the likelihood and estimates of
the amount of a loss could result in recognition of an additional liability.
</FONT>

<P align="left"><FONT size="2"><I>Related Party Transactions</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All material related party transactions are reviewed by the Audit
Committee of the RCI Board of Directors. Refer to &#147;Intercompany and Related
Party Transactions&#148; below and to Note 17 to the Consolidated Financial
Statements for additional information on related party transactions.
</FONT>

<P align="left"><FONT size="2">NEW ACCOUNTING STANDARDS
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In 2003, the Company adopted the following new accounting standards as a
result of changes to Canadian GAAP:
</FONT>

<P align="left"><FONT size="2"><I>Asset Retirement Obligations</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Under new Canadian and U.S. accounting standards, the Company is now
required to record the fair value of the liability for an asset retirement
obligation in the year in which it is incurred and when a reasonable estimate
can be made. Fair value is defined as the amount at which that liability could
be settled in a current transaction between willing parties.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company reviewed its existing contracts and commitments to determine
where such obligations exist and determined many of its contracts do
not have any such asset retirement obligations. The Company then assessed what the estimated
fair value of those obligations that exist would be, and the probability that these would
be incurred. The Company determined that the fair value of the
obligations was not significant. The Company will monitor contracts
on an ongoing basis and when the Company determines that an
obligation exists, the Company will record such obligations at their
fair values.
</FONT>

<P align="left"><FONT size="2"><I>Impairment of Long-Lived Assets</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On January&nbsp;1, 2003, the Company prospectively adopted the new accounting
pronouncement, &#147;Impairment of Long-Lived Assets,&#148; which establishes standards
for the recognition, measurement and disclosure of the impairment of long-lived
assets. This standard harmonizes Canadian requirements with U.S. GAAP
impairment provisions. Previously, the impairment of long-lived assets was
measured as the difference between the carrying value of the asset and the
future undiscounted net cash flows expected to be generated by the asset.
Under the new pronouncement, described above, this measurement is used to determine if
impairment has occurred, and the amount of impairment is measured as the
difference between the carrying value of the asset and its fair value,
calculated using quoted market price or discounted cash flows. The adoption of
the new pronouncement had no impact on the Company as no impairment of
long-lived assets had occurred at December&nbsp;31, 2003.
</FONT>
<P align="left"><FONT size="2">RECENT ACCOUNTING DEVELOPMENTS
</FONT>

<P align="left"><FONT size="2"><I>GAAP Hierarchy</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In June
2003, the CICA released Handbook Section 1100, &#147;Generally
Accepted Accounting Principles&#148;. Previously there had been no
clear definition of the order of authority for sources of GAAP. This
standard established standards for financial reporting in accordance
with Canadian GAAP and applies to our 2004 fiscal year. This section
also provides guidance on sources to consult when selecting
accounting policies and on appropriate disclosures when a matter is
not dealt with explicitly in the primary sources of GAAP.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have reviewed
this new standard, and as a result have adopted a classified balance
sheet presentation since we believe that the historical industry
practice of a declassified balance sheet presentation is no longer
appropriate.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
addition, within the Consolidated Statements of Cash Flows, we have
reclassified the change in non-cash working capital items related to
PP&amp;E to investing activities. This change had the impact of
increasing cash used in investing activities on the Statements of
Cash Flows, compared to our previous method, by $81.4 million for the
year ended December 31, 2003 and decreasing cash used in investing
activities by $52.2 million for the year ended December 31, 2002. In
all periods, the corresponding change was to non-cash working capital
items within operating activities.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;With the
adoption of these two changes, we believe that our accounting
policies and financial statements comply with this  new standard.
</FONT>



<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<P align="center"><FONT size="2">9</FONT>

<P align="left"><FONT size="2"><I>Hedging Relationships</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company uses derivative instruments, including cross-currency interest
rate exchange agreements, interest rate exchange agreements, and foreign
exchange forward contracts, to manage risks from fluctuations in exchange rates
and interest rates. As more fully described in Note 2((t)(ii)) to the
Consolidated Financial Statements, effective January&nbsp;1, 2004, Canadian GAAP
will require the Company to maintain detailed documentation regarding these
derivative financial instruments in order to continue accounting for these as
hedges. Further, the Company will be required to assess whether each hedging
relationship is effective, both at its inception and on an on-going basis.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If the Company determines that these derivative instruments will not
continue to be accounted for as hedges, the Company will adjust the recorded
amount of the liabilities related to these instruments from their carrying
value of $334.8&nbsp;million at December&nbsp;31, 2003, to their fair value of $388.2
million. The corresponding adjustment of $53.4&nbsp;million will be recorded as a deferred loss
and amortized into income over the remaining life of the underlying
debt. Going
forward, this liability will be marked to market on a quarterly basis and any
changes in value will be recorded in the statement of income. This is
consistent with the Company&#146;s treatment of these instruments under U.S. GAAP.
</FONT>

<P align="left"><FONT size="2"><I>Revenue Recognition</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Effective
January 1, 2004, we adopted new Canadian accounting standards,
including Emerging Issues Committee Abstract 142. &#147;Revenue
Arrangements with Multiple Deliverables&#148; and CICA Handbook
Section 1100, regarding the timing
of revenue recognition and the classification of certain items as
revenue or expense. As a result, we  made the following changes to our
classification of certain revenue and expense items:
</FONT>
<P>
<TABLE align="center" style="font-size:10pt" cellspacing="0" cellpadding="0" border="0" width="100%">
 <TR>
  <TD width="3%" valign="top">&#149;</TD>
  <TD width="1%">&nbsp;</TD>
  <TD>Wireless activation fees are now classified as equipment
revenue. Previously, these amounts were classified as network revenue.</TD>
 </TR>
<TR>
<TD>&nbsp;</TD>
</TR>
 <TR>
  <TD width="3%" valign="top">&#149;</TD>
  <TD width="1%">&nbsp;</TD>
  <TD>Recoveries from new and existing subscribers from the sale of
equipment are now classified as equipment revenue. Previously, these
amounts were recorded as a reduction to sales expenses in the case of
a new Cable or Wireless subscriber, or as a reduction to operating,
general and administrative expense in the case of an existing
Wireless Subscriber.</TD>
 </TR>
<TR>
<TD>&nbsp;</TD>
</TR>
 <TR>
  <TD width="3%" valign="top">&#149;</TD>
  <TD width="1%">&nbsp;</TD>
  <TD>Equipment subsidies provided to new and existing Wireless
subscribers are now classified as a reduction to equipment revenue.
Previously, these amounts were recorded as a sales expense in the case
of a new subscriber, or as an operating, general and administrative
expense in the case of an existing subscriber. Wireless equipment
costs for equipment provided under retention programs to existing
Wireless subscribers are now recorded as cost of equipment sales.
Previously, these amounts were recorded as operating, general and
administrative expense. </TD>
 </TR>
<TR>
<TD>&nbsp;</TD>
</TR>
 <TR>
  <TD width="3%" valign="top">&#149;</TD>
  <TD width="1%">&nbsp;</TD>
  <TD>Certain other recoveries from subscribers related to
collections activities are now recorded as network revenue rather
than as a recovery of operating, general and administrative expenses.</TD>
 </TR>
<TR>
<TD>&nbsp;</TD>
</TR>
 <TR>
  <TD width="3%" valign="top">&nbsp;</TD>
  <TD width="1%">&nbsp;</TD>
  <TD>As a result of the adoption of these new accounting standards,
the following changes to the classification of revenue and expenses
have been made:</TD>
 </TR>
</TABLE>

<TABLE align="center" style="font-size:10pt" cellspacing="0" cellpadding="0" border="0" width="75%">
 <TR>
  <TD width="62%">&nbsp;</TD>
  <TD width="14%">&nbsp;</TD>
  <TD width="2%">&nbsp;</TD>
  <TD width="1%">&nbsp;</TD>
  <TD width="2%">&nbsp;</TD>
  <TD width="14%">&nbsp;</TD>
  <TD width="2%">&nbsp;</TD>
  <TD width="1%">&nbsp;</TD>
  <TD width="2%">&nbsp;</TD>
 </TR>
<TR style="font-size:8pt">
  <TD><DIV style="margin-left:10px;text-indent:-10px">&nbsp;</DIV></TD>
  <TD>&nbsp;</TD>
  <TD colspan="7" align="center" nowrap><B>Year Ended December
31,</B><HR noshade size="1"></TD>
 </TR>

<TR style="font-size:8pt">
  <TD><DIV style="margin-left:10px;text-indent:-10px">&nbsp;</DIV></TD>
  <TD>&nbsp;</TD>

<TD colspan="3" align="center"><B>2003</B><HR noshade size="1"></TD>
  <TD>&nbsp;</TD>
  <TD colspan="3" align="center"><B>2002</B><HR noshade size="1"></TD>
 </TR>
<TR style="font-size:8pt">
  <TD><DIV style="margin-left:10px;text-indent:-10px">&nbsp;</DIV></TD>
  <TD>&nbsp;</TD>
  <TD colspan="7" align="center" nowrap><B>(in thousands of
dollars<BR>except per subscriber statistics)</b></TD>
 </TR>



<TR valign="bottom" style="background: #eeeeee">
  <TD><DIV style="margin-left:10px;text-indent:-10px">Cable Revenue</DIV></TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
 </TR>
<TR valign="bottom">
  <TD><DIV style="margin-left:30px;text-indent:-10px">Prior to adoption</DIV></TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD nowrap align="right">1,769,220</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD nowrap align="right">1,596,401</TD>
  <TD>&nbsp;</TD>
 </TR>
<TR valign="bottom" style="background: #eeeeee">
  <TD><DIV style="margin-left:30px;text-indent:-10px">After adoption</DIV></TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD nowrap align="right">1,788,122</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD nowrap align="right">1,614,554</TD>
  <TD>&nbsp;</TD>
 </TR>

<TR>
  <TD><DIV style="margin-left:10px;text-indent:-10px">Wireless Revenue</DIV></TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
 </TR>
<TR valign="bottom" style="background: #eeeeee">
  <TD><DIV style="margin-left:30px;text-indent:-10px">Prior to adoption</DIV></TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD nowrap align="right">2,282,203</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD nowrap align="right">1,965,927</TD>
  <TD>&nbsp;</TD>
 </TR>
<TR>
  <TD><DIV style="margin-left:30px;text-indent:-10px">After adoption</DIV></TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD nowrap align="right">2,207,794</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD nowrap align="right">1,891,514</TD>
  <TD>&nbsp;</TD>
 </TR>

<TR valign="bottom" style="background: #eeeeee">
  <TD><DIV style="margin-left:10px;text-indent:-10px">Total Revenue</DIV></TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
 </TR>
<TR>
  <TD><DIV style="margin-left:30px;text-indent:-10px">Prior to adoption</DIV></TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD nowrap align="right">4,847,363</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD nowrap align="right">4,323,045</TD>
  <TD>&nbsp;</TD>
 </TR>
<TR valign="bottom" style="background: #eeeeee">
  <TD><DIV style="margin-left:30px;text-indent:-10px">After adoption</DIV></TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD nowrap align="right">4,791,856</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD nowrap align="right">4,266,785</TD>
  <TD>&nbsp;</TD>
 </TR>

<TR>
  <TD><DIV style="margin-left:10px;text-indent:-10px">Cost of sales</DIV></TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
 </TR>
<TR valign="bottom" style="background: #eeeeee">
  <TD><DIV style="margin-left:30px;text-indent:-10px">Prior to adoption</DIV></TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD nowrap align="right">505,951</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD nowrap align="right">458,838</TD>
  <TD>&nbsp;</TD>
 </TR>
<TR>
  <TD><DIV style="margin-left:30px;text-indent:-10px">After adoption</DIV></TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD nowrap align="right">642,243</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD nowrap align="right">545,684</TD>
  <TD>&nbsp;</TD>
 </TR>

<TR valign="bottom" style="background: #eeeeee">
  <TD><DIV style="margin-left:10px;text-indent:-10px">Sales and
Marketing expenses</DIV></TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
 </TR>
<TR>
  <TD><DIV style="margin-left:30px;text-indent:-10px">Prior to adoption</DIV></TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD nowrap align="right">905,274</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD nowrap align="right">833,038</TD>
  <TD>&nbsp;</TD>
 </TR>
<TR valign="bottom" style="background: #eeeeee">
  <TD><DIV style="margin-left:30px;text-indent:-10px">After adoption</DIV></TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD nowrap align="right">742,781</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD nowrap align="right">697,579</TD>
  <TD>&nbsp;</TD>
 </TR>

<TR>
  <TD><DIV style="margin-left:10px;text-indent:-10px">Operating,
general and administrative expenses:</DIV></TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
 </TR>
<TR valign="bottom" style="background: #eeeeee">
  <TD><DIV style="margin-left:30px;text-indent:-10px">Prior to adoption</DIV></TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD nowrap align="right">1,987,242</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD nowrap align="right">1,889,555</TD>
  <TD>&nbsp;</TD>
 </TR>
<TR>
  <TD><DIV style="margin-left:30px;text-indent:-10px">After adoption</DIV></TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD nowrap align="right">1,957,936</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD nowrap align="right">1,881,908</TD>
  <TD>&nbsp;</TD>
 </TR>

<TR valign="bottom" style="background: #eeeeee">
  <TD><DIV style="margin-left:10px;text-indent:-10px">Total expenses</DIV></TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
 </TR>

<TR>
  <TD><DIV style="margin-left:30px;text-indent:-10px">Prior to adoption</DIV></TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD nowrap align="right">3,398,467</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD nowrap align="right">3,181,431</TD>
  <TD>&nbsp;</TD>
 </TR>

<TR valign="bottom" style="background: #eeeeee">
  <TD><DIV style="margin-left:30px;text-indent:-10px">After adoption</DIV></TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD nowrap align="right">3,342,960</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD nowrap align="right">3,125,171</TD>
  <TD>&nbsp;</TD>
 </TR>

<TR valign="bottom">
  <TD><DIV style="margin-left:10px;text-indent:-10px">Wireless
postpaid (voice and data) ARPU</DIV></TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
 </TR>


<TR valign="bottom" style="background: #eeeeee">
  <TD><DIV style="margin-left:30px;text-indent:-10px">Prior to
adoption</DIV></TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD nowrap align="right">57.55</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD nowrap align="right">55.95</TD>
  <TD>&nbsp;</TD>
 </TR>

<TR valign="bottom">
  <TD><DIV style="margin-left:30px;text-indent:-10px">After adoption</DIV></TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD nowrap align="right">57.25</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD nowrap align="right">55.78</TD>
  <TD>&nbsp;</TD>
 </TR>

<TR valign="bottom" style="background: #eeeeee">
  <TD><DIV style="margin-left:10px;text-indent:-10px">Wireless
blended ARPU</DIV></TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD nowrap align="right">&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD nowrap align="right">&nbsp;</TD>
  <TD>&nbsp;</TD>
 </TR>
<TR valign="bottom">
  <TD><DIV style="margin-left:30px;text-indent:-10px">Prior to
adoption</DIV></TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD nowrap align="right">47.42</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD nowrap align="right">45.20</TD>
  <TD>&nbsp;</TD>
 </TR>

<TR valign="bottom" style="background: #eeeeee">
  <TD><DIV style="margin-left:30px;text-indent:-10px">After adoption</DIV></TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD nowrap align="right">47.19</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD nowrap align="right">45.07</TD>
  <TD>&nbsp;</TD>
 </TR>

<TR valign="bottom">
  <TD><DIV style="margin-left:10px;text-indent:-10px">Wireless
sales and marketing expenses per wireless gross subscriber addition</DIV></TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD nowrap align="right">&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD nowrap align="right">&nbsp;</TD>
  <TD>&nbsp;</TD>
 </TR>

<TR valign="bottom" style="background: #eeeeee">
  <TD><DIV style="margin-left:30px;text-indent:-10px">Prior to
adoption</DIV></TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD nowrap align="right">397</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD nowrap align="right">384</TD>
  <TD>&nbsp;</TD>
 </TR>

<TR valign="bottom">
  <TD><DIV style="margin-left:30px;text-indent:-10px">After adoption</DIV></TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD nowrap align="right">376</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD nowrap align="right">366</TD>
  <TD>&nbsp;</TD>
 </TR>

<TR valign="bottom" style="background: #eeeeee">
  <TD><DIV style="margin-left:10px;text-indent:-10px">Wireless
average monthly operating expense per wireless subscriber</DIV></TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD nowrap align="right">&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD nowrap align="right">&nbsp;</TD>
  <TD>&nbsp;</TD>
 </TR>


<TR valign="bottom">
  <TD><DIV style="margin-left:30px;text-indent:-10px">Prior to
adoption</DIV></TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD nowrap align="right">17.22</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD nowrap align="right">18.16 </TD>
  <TD>&nbsp;</TD>
 </TR>


<TR valign="bottom" style="background: #eeeeee">
  <TD><DIV style="margin-left:30px;text-indent:-10px">After
adoption</DIV></TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD nowrap align="right">17.62</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD nowrap align="right">18.55</TD>
  <TD>&nbsp;</TD>
 </TR>

<TR valign="bottom">
  <TD><DIV style="margin-left:10px;text-indent:-10px">Core Cable ARPU</DIV></TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD nowrap align="right">&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD nowrap align="right">&nbsp;</TD>
  <TD>&nbsp;</TD>
 </TR>

<TR valign="bottom" style="background: #eeeeee">
  <TD><DIV style="margin-left:30px;text-indent:-10px">Prior to
adoption</DIV></TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD nowrap align="right">42.99</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD nowrap align="right">40.29</TD>
  <TD>&nbsp;</TD>
 </TR>

<TR valign="bottom">
  <TD><DIV style="margin-left:30px;text-indent:-10px">After
adoption</DIV></TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD nowrap align="right">43.69</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD nowrap align="right">40.96</TD>
  <TD>&nbsp;</TD>
 </TR>
</TABLE>


<P align="left"><FONT size="2">These changes in accounting
classification had no effect on the amounts of reported operating profit,
net income or earnings per share. All prior period amounts, including
key performance indicators, have been conformed to reflect these changes
in classification.
</FONT>

<P align="left"><FONT size="2"><I>Stock-Based Compensation</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Effective January&nbsp;1, 2004, Canadian GAAP will require companies to
estimate the fair value of stock- based compensation to employees and to
expense the fair value over the estimated useful life of the options. As a
result, in 2004, the Company will begin expensing the fair value of options
granted to employees since January&nbsp;1, 2002 and will record an adjustment to
opening retained earnings in the amount of $7.0&nbsp;million, representing the
expense for the 2002 and 2003 fiscal years. The estimated impact of adopting
this accounting standard in 2004, if the Company were to continue using the
Black-Scholes option pricing model, would be an expense of approximately $13.0
million.
</FONT>

<P align="left"><FONT size="2"><I>Accounting Guideline 15, Consolidation of Variable Interest Entities</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As detailed in Note 2((t)(iv)) to the Consolidated Financial Statements,
effective January&nbsp;1, 2005 the Company will be required to consolidate &#147;variable
interest entities&#148;. Under U.S. GAAP, the Company will be required to
consolidate the entities on January&nbsp;1, 2004 (Note 22(r) to the Consolidated
Financial Statements).
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company has determined that Blue Jays Holdco Inc., the ultimate parent
of the Blue Jays, is a variable interest entity that the Company will
consolidate. The consolidation will have no impact on the Company&#146;s
consolidated net income as 100% of the losses of Blue Jays Holdco are presently
recorded.
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<P align="center"><FONT size="2">10</FONT>

<P align="left"><FONT size="2">However, in the future, the gross revenues, expenses, assets and
liabilities of the Blue Jays will be recorded in the Company&#146;s Consolidated
Financial Statements.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;No other variable interest entities in addition to the Blue Jays have been
identified that will require consolidation.
</FONT>
<P align="left"><FONT size="2">ALTERNATIVE ACCEPTABLE ACCOUNTING POLICIES
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;GAAP permits, in certain circumstances, alternative acceptable accounting
policies. The three primary areas where the Company has a choice are: (1)&nbsp;the
accounting for subscriber acquisition costs at Wireless and Cable, (2)&nbsp;the
accounting for stock-based compensation cost and (3)&nbsp;capitalized interest.
</FONT>
<P align="left"><FONT size="2"><I>Accounting for Subscriber Acquisition Costs</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Subscriber acquisition costs are fully expensed in the period incurred in
both Cable and Wireless. An alternative method is to defer and
amortize these costs over the expected life of the contract or relationship with the
customer. The Company has elected to expense these costs in the period they
are incurred because the Company believes these costs reflect period costs that
may or may not be recoverable depending on the length of the relationship with
the customer, whether it be contractual or otherwise. In addition, subscriber
acquisition costs on a per subscriber basis fluctuate based on the
success of promotional activity and seasonality of the business, and as such,
the Company believes these costs should be reflected as costs at the point in
time that they are incurred.
</FONT>

<P align="left"><FONT size="2"><I>Accounting for Stock-Based Compensation</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company does not record any expense for employee stock options;
however, it provides note disclosure of the pro forma expense using the fair
value-based method of accounting calculated using the Black-Scholes
Option Pricing model.
While the Company acknowledges that stock options represent a form of
compensation, it has elected to disclose the pro forma expense in
Note 11((d)(i))
to the Consolidated Financial Statements, rather than expense such
compensation, to maintain comparability to other peer companies. In response to activities and decisions by accounting standard
setters in Canada in respect to the adoption of mandatory expensing of stock
options, as described above, effective January&nbsp;1, 2004, the Company will adopt
the policy of expensing the fair value of stock options granted to employees.
</FONT>
<P align="left"><FONT size="2"><I>Capitalized Interest</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Canadian GAAP permits, but does not require, the capitalization of
interest expense as part of the historical cost of acquiring certain assets
that require a period of time to prepare for their intended use. The Company
does not capitalize interest as part of its PP&#038;E expenditures.
</FONT>
<P align="left"><FONT size="2">U.S. GAAP DIFFERENCES
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company prepares its financial statements in accordance with Canadian
GAAP. U.S. GAAP differs from Canadian GAAP in certain respects. The areas of
principal differences and their impact on the Company&#146;s Consolidated Financial
Statements are described in Note 22 to the Consolidated Financial Statements.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The significant differences include:
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">accounting for the gain on sale and exchange on certain cable television systems;</FONT></TD>
</TR>
</TABLE>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<P align="center"><FONT size="2">11</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">accounting for development and pre-operating costs;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">accounting for interest
capitalization and the related depreciation impact;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">classification of certain equity instruments and the related interest and accretion;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">shares used in connection with the purchase of a business;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">accounting for changes in the fair value of financial instruments, and.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">accounting for the grant of certain options to non-employees.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">accounting for minimum pension
liability;</FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2"><I>Accounting for the Gain on Sale and Exchange on Certain Cable Television
Systems</I>
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Under Canadian GAAP, the cash proceeds of a non-monetary exchange of cable
assets in 2000 were recorded as a reduction in the carrying value of PP&#038;E.
Under U.S. GAAP, a portion of the cash proceeds received must be recognized as a
gain in the Consolidated Statement of Income. Under U.S. GAAP, the gain
amounted to $40.3&nbsp;million before income taxes.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, under Canadian GAAP the after tax gain arising on the sale of
certain of the Company&#146;s cable television systems in prior years was recorded
as a reduction in the carrying value of goodwill acquired in a contemporaneous
acquisition of certain cable television systems. Under U.S. GAAP, the gain was
included in net income, net of related deferred income taxes.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As a result of accounting for gains on sale and exchanges of certain cable
television systems under U.S. GAAP, the Company&#146;s income for U.S. GAAP was
decreased by $4.0&nbsp;million for the years ended December&nbsp;31, 2003 and 2002.
</FONT>
<P align="left"><FONT size="2"><I>Accounting for Development and Pre-Operating Costs</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Under Canadian GAAP, the Company defers the incremental costs relating to
the development and pre-operating phases of new businesses and amortize these
costs on a straight-line basis over periods up to five years. Under U.S. GAAP,
these costs are expensed as incurred. As a result, under U.S. GAAP the
consolidated net income for the years ended December&nbsp;31, 2003 and 2002 was
increased by $11.2&nbsp;million and $12.6&nbsp;million, respectively.
</FONT>

<P align="left"><FONT size="2"><I>Accounting for Interest
Capitalization and the Related Depreciation Impact</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;U.S.
GAAP requires capitalization of interest costs as part of the
historical cost of acquiring certain qualifying assets that require a
period of time to prepare for their intended use. This is not
required under Canadian GAAP. The impact of capitalizing interest
under U.S. GAAP is to increase net income by $5.4 million in 2003 and
$7.8 million in 2002.
</font>
<P align="left"><FONT size="2"><I>Classification of Certain Equity Instruments and the Related Interest and
Accretion</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Under Canadian GAAP, the Convertible Preferred Securities are classified
as shareholders&#146; equity, and the related interest expense is recorded as a
distribution from retained earnings. For U.S. GAAP purposes, these securities
are classified as long-term debt and the related interest expense is recorded
in the Consolidated Statement of Income. This adjustment results in the
Company&#146;s net income for U.S. GAAP being decreased by $35.4&nbsp;million and $92.4
million in each of the years ended December&nbsp;31, 2003 and 2002, respectively.
</FONT>

<P align="left"><FONT size="2"><I>Shares Issued in Connection with a Purchase of a Business</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;U.S. GAAP requires that shares issued in connection with a purchase
business combination be valued-based on the market price at the announcement
date of the acquisition. Canadian GAAP required that shares issued in
connection with a purchase business combination be valued based on the market
price at the consummation date of the acquisition. Accordingly, the cost of
acquisition of Cable Atlantic Inc. under U.S. GAAP was increased by
$35.4
million, resulting in an increase of goodwill by this amount and a
corresponding increase in contributed surplus.
</FONT>
<P align="left"><FONT size="2"><I>Accounting for Changes in the Fair Value of Financial Instruments</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Under U.S. GAAP, the changes in fair value of cross-currency interest rate
exchange agreements and interest rate exchange agreements must be recorded as
an adjustment to net income. Accordingly,
</FONT>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<P align="center"><FONT size="2">12</FONT>
<P align="left"><FONT size="2">the Company&#146;s net income under U.S. GAAP for the years ended December&nbsp;31,
2003 and 2002 has been increased (decreased)&nbsp;by ($217.5&nbsp;million) and $126.0
million, respectively.
</FONT>
<P align="left"><FONT size="2"><I>Accounting for the Grant of Certain Options to Non-Employees</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For U.S. GAAP purposes, options granted to non-employees must be measured
at the fair value at grant dates and recorded as deferred compensation expense
and shareholders&#146; equity. The fair value must be re-measured at each reporting
date until vesting is complete, with corresponding adjustments to the deferred
compensation expense. The deferred compensation is recognized as compensation
expense over the vesting period of the options. As a result of the Blue Jays
not being consolidated with the results of the Company, options granted to
employees of the Blue Jays in 2001 are treated as if they were granted to
non-employees. As a result, net income for U.S. GAAP purposes was decreased by
$1.2&nbsp;million and $1.9&nbsp;million in the years ended December&nbsp;31, 2003 and 2002,
respectively.
</FONT>

<P align="left"><FONT size="2"><I>Accounting for Minimum Pension
Liability</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Under
United States GAAP, the Company is required to record an additional
minimum pension liability for one of its plans to reflect the excess
of the accumulated benefit obligation over the fair value of the plan
assets. Other comprehensive income has been charged with $5.0
million, net of income taxes of $2.9 million. No such adjustment is
required under Canadian GAAP.
</font>

<P align="left"><FONT size="2">Summarized Consolidated Financial
Results&#151;Year Ended December&nbsp;31, 2003
Compared to Year Ended December&nbsp;31, 2002
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For the year ended December&nbsp;31,
 2003, Cable, Wireless and Media
represented 37.3%, 46.1% and 17.8% of Rogers&#146; consolidated revenue,
respectively, offset by negative 1.2%, representing corporate items and
eliminations. Cable, Wireless and Media represent 45.8%, 50.2%, and 7.4%,
respectively, of Rogers consolidated operating profit, offset by negative 3.4%,
representing corporate expenses. See &#147;Key Performance
Indicators&#151;Operating Profit and Operating Profit Margin&#148; section. For more detailed discussions of the Cable, Wireless
and Media divisions, please refer to the respective segment discussions below.
</FONT>



<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
    <TD width="5%">&nbsp;</TD>
    <TD width="59%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="7"><FONT size="1"><B>Years Ended December 31,</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="7"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center" colspan="2"><FONT size="1"><B>(In
millions of dollars, per share amounts)</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2003</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2002</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>%Chg</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center" colspan="2"><FONT size="1"><B>&nbsp;</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Operating revenue</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>

<TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Cable<SUP>(1)</SUP></FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">1,788.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">1,614.6</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">10.8</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>

<TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Wireless<SUP>(1)</SUP></FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2,207.8</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,891.5</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">16.7</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Media</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">855.0</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">810.8</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">5.5</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Corporate items and
eliminations</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(59.0</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(50.1</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">17.8</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Total</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">4,791.9</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">4,266.8</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">12.3</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Operating expenses</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>

<TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Cable<SUP>(1)</SUP></FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,124.6</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,051.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">7.0</FONT></TD>
    <TD nowrap><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>

<TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Wireless<SUP>(1)</SUP></FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,480.2</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,363.8</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">8.5</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Media</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">748.3</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">723.2</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">3.5</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Corporate items and
eliminations</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(10.1</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(12.9</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(21.7</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>
<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Total</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">3,343.0</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">3,125.2</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">7.0</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Operating
 profit<SUP>(2)</SUP></FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Cable</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">663.5</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">563.5</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">17.7</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Wireless</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">727.6</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">527.7</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">37.9</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Media</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">106.7</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">87.6</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">21.8</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Corporate items and
eliminations</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(48.9</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(37.2</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">31.5</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Total</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,448.9</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,141.6</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">26.9</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Other income
 and expense, net<SUP>(3)</SUP></FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,319.7</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">829.6</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">59.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Net income</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">129.2</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">312.0</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(58.6</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>
<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Operating
 profit <SUP>(2)</SUP> as a percent of
revenue</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Cable</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">37.1</FONT></TD>
    <TD nowrap><FONT size="2">%</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">34.9</FONT></TD>
    <TD nowrap><FONT size="2">%</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Wireless</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">33.0</FONT></TD>
    <TD nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">27.9</FONT></TD>
    <TD nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Media</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">12.5</FONT></TD>
    <TD nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">10.8</FONT></TD>
    <TD nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Total</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">30.2</FONT></TD>
    <TD nowrap><FONT size="2">%</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">26.8</FONT></TD>
    <TD nowrap><FONT size="2">%</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Earnings per share</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Basic</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">0.35</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">1.05</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">(66.6</FONT></TD>
    <TD><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Diluted</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">0.34</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">0.83</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">(59.0</FONT></TD>
    <TD><FONT size="2">)</FONT></TD>
</TR>
<TR><TD>&nbsp;</tD></TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>

<TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Total
assets</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">8,465.5</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">8,524.5</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(0.7</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>

<TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Total
liabilities</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">6,504.8</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">6,987.9</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(6.9</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>
<TR><TD>&nbsp;</TD></TR>
<TR valign="bottom" bgcolor="#eeeeee">

<TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Additions
to Property, plant and equipment:</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Cable</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">509.6</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">650.9</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
     <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(21.7</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Wireless</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">411.9</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">564.5</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(27.0</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Media</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">41.3</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">42.7</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(3.3</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Corporate items and
eliminations</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">0.9</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">3.9</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(76.9</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>
<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Total</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">963.7</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">1,262.0</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(23.6</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>
<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><HR size="4" noshade></TD>
<TD><FONT size="2">&nbsp;</FONT></TD>
    </TR>

</TABLE>
</CENTER>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">(1)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">As reclassified. See the
&#147;Recent Accounting Developments - Revenue
Recognition&#148; section.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">(2)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">As defined in &#147;Key
Performance Indicators&#151;Operating Profit and Operating
Profit Margin&#148;.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">(3)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">See &#147;Reconciliation of
Operating Profit to Net Income for specific details of these
amounts.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</table>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Consolidated
revenue was $4,791.9&nbsp;million in 2003, an increase of
$525.1&nbsp;million, or 12.3%, from $4,266.8&nbsp;million in 2002. Of the increase, Wireless
contributed $316.3&nbsp;million, Cable $173.5&nbsp;million and Media $44.2&nbsp;million.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Consolidated operating profit was $1,448.9&nbsp;million, an increase of $307.3
million, or 26.9%, from $1,141.6&nbsp;million in 2002. Wireless contributed $199.9
million, Cable $100.0&nbsp;million and Media $19.1&nbsp;million of the operating profit
increase. Consolidated operating profit as a percentage of revenue (&#147;operating
margin&#148;) increased to 30.2% in 2003 from 26.8% in 2002. The operating margin
increase was supported by increased operating margins in all three divisions.
Refer to the respective individual segment discussions for details of the
revenue, operating expenses, operating profit and property, plant and equipment
(&#147;PP&#038;E&#148;) capital expenditures of Cable, Wireless and Media.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On a consolidated basis, the Company recorded net income of $129.2&nbsp;million
for the year ended December&nbsp;31, 2003, as compared to net income of $312.0
million in 2002. Refer to &#147;Reconciliation of Operating Profit to Net Income&#148;
and &#147;Liquidity and Capital Resources&#148; below for additional discussion of the
year-over-year changes in net income.
</FONT>
<P align="left"><FONT size="2"><I>Reconciliation of Operating Profit to Net Income</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The items listed below represent the consolidated income and expense
amounts that are required to reconcile operating profit with operating income
and net income as defined under Canadian GAAP. The following section should be
read in conjunction with Note 16 to the Consolidated Financial Statements for
details of these amounts on a segment-by-segment basis and an understanding of
intersegment eliminations on consolidation.
</FONT>

<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
    <TD width="5%">&nbsp;</TD>
    <TD width="62%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="7"><FONT size="1"><B>Years Ended December 31,</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="7"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center" colspan="2"><FONT size="1"><B>(In millions of dollars)</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2003</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2002</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center" colspan="2"><FONT size="1"><B>&nbsp;</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Operating profit<SUP>(1)</SUP></FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">1,448.9</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">1,141.6</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Other <SUP>(1)</SUP></FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>

    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">6.5</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Depreciation and amortization</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(1,040.3</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(981.5</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>
<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Operating income</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">408.6</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">166.6</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Interest on long-term debt</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(488.9</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(491.3</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Losses from investments accounted for by
the equity method</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(54.0</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(100.6</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Foreign exchange gain</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">303.7</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">6.2</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Gain (loss)&nbsp;on repayment of long-term debt</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(24.8</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">10.1</FONT></TD>
    <TD nowrap><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Gain (loss)&nbsp;on sale of other investments</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">17.9</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(0.6</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom">

<TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Write-down of investments</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(301.0</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Gain on disposition of AT&#038;T Canada</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Deposit Receipts</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">904.3</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Other income</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2.2</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2.4</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Income taxes</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">22.9</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">74.7</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Non-controlling interest</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(58.4</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">41.2</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Net income</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">129.2</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">312.0</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</CENTER>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">(1)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">As previously defined see
&#147;Key Performance Indicators&#151;Operating
Profit and Operating Profit Margin&#148;.</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="top">
    <TD align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2"><I>Other</I></FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="top">
    <TD align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">In 2002, a net recovery of $6.5&nbsp;million was recorded consisting of the
following items:</FONT></TD>
</TR>
</TABLE>

<TABLE cellspacing="0" cellpadding="0" width="100%" border="0">
<TR valign="bottom">
    <TD width="2%">&nbsp;</TD>
    <TD width="49%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD colspan="2" align="center"><FONT size="1"><B>(In millions of dollars)</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">

    <TD><FONT size="2">&nbsp;</FONT></TD>
<TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;Workforce reduction costs &#150; Cable</FONT></DIV></TD>
    <TD nowrap align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">(5.9</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom">

    <TD><FONT size="2">&nbsp;</FONT></TD>
<TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;Change in estimate of sales tax &#150; Wireless</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">19.2</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">

    <TD><FONT size="2">&nbsp;</FONT></TD>
<TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;CRTC contribution liabilities &#150; Wireless</FONT></DIV></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(6.8</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">6.5</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>

<P align="left"><FONT size="2"><I>Cable Workforce Reduction Costs</I></FONT>


<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;During the fourth quarter of 2002, Cable reduced its workforce by 187
employees in the technical service, network operations and engineering
departments and incurred $5.9&nbsp;million in costs, primarily related to severance
and other termination benefits, associated with this reduction. In addition to
these employee separations, Cable eliminated approximately 62 contract
positions. Of this amount, $1.9 million was paid in fiscal 2002, with
the balance of $4.0 million being paid in fiscal 2003.</FONT>
<P align="left"><FONT size="2"><I>Wireless Change in the Estimate of Sales Tax</I></FONT>


<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In 2002, Wireless received clarification with respect to a potential sales
tax liability that the Company had recorded as an expense in previous periods.
As a result, Wireless released a $19.2&nbsp;million provision related to previous
years&#146; operations.</FONT>
<P align="left"><FONT size="2"><I>Wireless CRTC Contribution Liabilities</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In 2002, Wireless received additional information with respect to the
calculation of the CRTC contributions and more specifically, the applicability
of the contribution levy on certain revenues. As a result of this information,
the Company determined and recorded an additional expense related to 2001 in
the amount of $6.8&nbsp;million. The CRTC contribution regime is discussed in the
&#147;Overview of Government Regulation and Regulatory Developments&#148; section below.
</FONT>
<P align="left"><FONT size="2"><I>Depreciation and Amortization Expense</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Depreciation and amortization expense in 2003 was $1,040.3&nbsp;million, an
increase of $58.8&nbsp;million, or 6.0%, from $981.5&nbsp;million in the prior year. The increase
was directly attributable to increased PP&#038;E expenditures and
the resultant higher asset levels at Cable and Wireless associated with PP&#038;E
spending over the past several years. With the reduction of PP&#038;E expenditures
in 2002 and 2003 from 2001 levels, however, the increases in depreciation are
less significant than in previous years.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Amortization increased as a result of the increased amortization related
to the AT&#038;T brand licence, which provided Wireless with, among other things,
the right to use the AT&#038;T brand name. During 2003, Wireless announced that it
would terminate its brand licence agreement in early 2004 and change its brand
name to exclude the AT&#038;T brand. Consequently, the Company accelerated the
amortization of the brand licence to reduce the carrying value to nil.
</FONT>
<P align="left"><FONT size="2"><I>Operating Income Reconciliation Under GAAP</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Operating income as defined under Canadian GAAP increased to $408.6
million in 2003, an increase of $242.0&nbsp;million or 145.3% from the $166.6
million earned in 2002. The items to reconcile operating income to net income
are as follows:
</FONT>
<P align="left"><FONT size="2"><I>Interest Expense</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Interest expense in 2003 was $488.9&nbsp;million, a decrease of $2.4&nbsp;million,
or 0.5%, from $491.3&nbsp;million in 2002. Reduced debt at RCI was the primary reason for the decrease in interest expense
year-over-year. The reduction in debt levels is directly related to the impact
of the change in foreign exchange related to the improvement in the Canadian
dollar versus the U.S. dollar.
</FONT>
<P align="left"><FONT size="2"><I>Losses from Investments Accounted for by the Equity Method</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company records losses and income from investments that it does not
control, but over which it is able to exercise significant influence, by the
equity method. The equity loss for 2003 and 2002 was $54.0&nbsp;million and $100.6
million, respectively.</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The equity loss consists of the Blue Jays&#146; loss of $56.5&nbsp;million in 2003
and $101.7&nbsp;million in 2002, offset by investments with equity income of $2.5
million in 2003 and $1.1&nbsp;million in 2002 related to other equity investments.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In 2003 and 2002, the Company advanced $29.4&nbsp;million and $40.6&nbsp;million of
cash, respectively, to the Blue Jays to fund the Blue Jays&#146; cash deficit. In
2000, Rogers purchased an 80% interest in the Blue Jays for cash of
$163.9 million from Labatt Brewing
Company Limited, a subsidiary of Interbrew Breweries S.A. (&#147;Interbrew&#148;).
Rogers had the option to acquire the 20% minority interest in the
Blue Jays at any time after December 15, 2003. In January 2004, the Company concluded the
purchase from Interbrew of Interbrew&#146;s remaining 20% minority ownership of the
Blue Jays for approximately $39.1&nbsp;million pursuant to the agreement.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As the result of an April 2001 agreement with Rogers Telecommunications
Ltd. (&#147;RTL&#148;), a company controlled by the controlling shareholder of Rogers,
RTL acquired voting control of the Blue Jays. The Company currently
accounts for this investment using the equity method and records 100% of the
operating losses of the Blue Jays. The agreement with RTL did not change as a
result of the Company&#146;s purchase of Interbrew&#146;s 20% minority interest, and,
accordingly, Rogers expects to continue to account for this investment using
the equity method.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Blue Jays are expected to generate lower operating losses in 2004 than
in 2003, reflecting efficiencies in its operations and the benefit of the
strengthened Canadian dollar. In 2004, cash funding by the Company to the Blue
Jays is expected to be approximately $20&nbsp;million to
$25&nbsp;million.</font>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;At the time of purchase RCI
agreed with Major League Baseball that it will: (i)&nbsp;perform or cause the Toronto Blue Jays Baseball Club
(the &#147;Club&#148;) to perform all of the terms imposed by Major
League Baseball acting under the scope of its authority;
(ii)&nbsp;perform or cause the Club to perform all duties and
obligations of the Club under the governing documents of Major League
Baseball and under those agreements to which Major League Baseball
entities are parties; and (iii)&nbsp;assume and perform or cause the
Club to perform all liabilities and obligations of the Club asserted
by any party against any Major League Baseball entity.</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If E.S.
Rogers is
unable to exercise control over the Blue Jays and Major League
Baseball (&#147;MLB&#148;) determines that a sale or transfer of a
control interest in the Blue Jays has occurred, then MLB is entitled
to take such action as it consider necessary in accordance with its
guidelines, rules and regulations.</FONT>
<P align="left"><FONT size="2"><I>Foreign Exchange Gain</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Canadian dollar continued to strengthen in relation to the U.S. dollar
in 2003, continuing the trend experienced in 2002. Accordingly, the Company
recorded a foreign exchange gain of $303.7&nbsp;million in 2003, compared to $6.2
million in 2002, related to both realized and unrealized foreign exchange
gains, the largest portion of which arose from the translation of the unhedged
portion of U.S. dollar-denominated long-term debt.
</FONT>
<P align="left"><FONT size="2"><I>Gain (loss)&nbsp;on Repayment of Long-Term Debt</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;During 2003, the Company redeemed an aggregate U.S.$334.8&nbsp;million and
$165.0&nbsp;million principal amount of its Senior Notes and Debentures. The
Company paid a prepayment premium of $19.3&nbsp;million, and wrote off related
deferred financing costs of $5.5&nbsp;million, resulting in a loss on the repayment
of debt of $24.8&nbsp;million.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;During 2002, the Company repurchased or redeemed in aggregate U.S.$326.1
million principal amount of debt and terminated U.S.$796.1&nbsp;million notional
amount of swaps for cash proceeds of $225.2&nbsp;million. As a result of these
transactions, the Company recorded a net gain of $10.1&nbsp;million and a
deferred gain of $22.5&nbsp;million on the termination of certain of the swaps.
</FONT>
<P align="left"><FONT size="2"><I>Gains (loss)&nbsp;on the Sale of Investments</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;During 2003, the Company recorded a gain on the sale of investments of
$17.9&nbsp;million compared to a loss on the sale of investments of $0.6&nbsp;million in
2002. The gain on the sale of investments in 2003 related primarily to the
sale of shares of various publicly traded companies that had been held by the
Company for investment purposes.
</FONT>
<P align="left"><FONT size="2"><I>Write-down of Investments</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company reviewed the carrying value of all investments and determined
no write-downs were required in 2003.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In 2002, as part of its annual review of the carrying value of
investments, the Company determined a write-down in the amount of $301.0
million was required. The largest component of this write-down in 2002 related to the Company&#146;s
investment in Cogeco Cable Inc. and Cogeco Inc., which accounted for $238.9
million of the total. Cogeco shares were written down to the December&nbsp;31, 2002
publicly traded value on the basis that the market price at that time reflected
management&#146;s best estimate of the fair value of the investment.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;During 2002, the Company&#146;s other investments were reviewed, and it was determined that write-down of
approximately $62.1&nbsp;million was required based on publicly traded values and
estimated values of privately held companies.
</FONT>
<P align="left"><FONT size="2"><I>Gain on Disposition of AT&#038;T Canada Deposit Receipts</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In 2002,
AT&#038;T Corp. (&#147;AT&#038;T&#148;) purchased for cash the
deposit receipts of AT&#038;T
Canada Inc. (&#147;AT&#038;T Canada&#148;). The Company received cash proceeds of $1.28
billion, which, after taking into account the carrying costs of the investment
and related costs, resulted in a pre-tax gain of $904.3&nbsp;million. The proceeds
were used by the Company, together with other funds, to redeem the Company&#146;s
outstanding Preferred Securities and to settle the Collateralized Equity
Securities associated with the previous monetizations by the Company of its
AT&#038;T Canada investment.
</FONT>

<P align="left"><FONT size="2"><I>Other Income</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This includes interest earned on cash deposits. In 2002, the amount was
offset by the accretion on the Preferred Securities and Collateralized Equity
Securities as described in Note&nbsp;11(c) to the Consolidated Financial Statements.
</FONT>
<P align="left"><FONT size="2"><I>Income Taxes</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Income
tax expense consists of large corporations tax is calculated under Canadian GAAP as outlined in Note
13 to the Consolidated Financial Statements.
</FONT>
<P align="left"><FONT size="2"><I>Non-Controlling Interest</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Non-controlling interest, representing a 44.2% interest in Wireless&#146; net
income, was an expense of $58.4&nbsp;million in 2003 as compared to
a gain of $41.2&nbsp;million in
2002. The year-over-year change represents the significant year-over-year
improvement in Wireless&#146; net income which was in a loss position in 2002.
</FONT>
<P align="left"><FONT size="2"><I>Net Income and Earnings per Share</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company recorded net income of $129.2&nbsp;million in 2003, or $0.35 per
share, compared to net income of $312.0&nbsp;million in 2002, or $1.05 per
share. In 2003, the weighted average number
of Class&nbsp;A Voting Shares and Class&nbsp;B Non-Voting Shares outstanding increased to
225.9&nbsp;million from 213.6&nbsp;million in 2002. The number of shares and the earnings
per share (&#147;EPS&#148;) amount stated above reflect basic earnings per share.
</FONT>
































<P align="left"><FONT size="2">EMPLOYEES
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;At December&nbsp;31, 2003, the Company had approximately 15,000 full-time
equivalent employees (&#147;FTE&#148;) across all of its operating groups, including the
Company&#146;s shared services organization and corporate office, representing an
increase of approximately 100 FTEs from the levels of December&nbsp;31, 2002. The
employment level increase primarily reflects increased sales staff customer
service staff, partially offset by staff reductions in other groups resulting
from operating efficiencies.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For details of Cable, Wireless and Media employee levels, please refer to
the respective discussions below.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Total remuneration paid to employees (both full and part time) in 2003 was
approximately $801.0&nbsp;million, an increase of $30.0&nbsp;million, or 3.9%, from
$771.0&nbsp;million in the prior year.
</FONT>

<P align="left"><FONT size="2"><B>Rogers Cable</B>
</FONT>

<P align="left"><FONT size="2">CABLE OVERVIEW</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Rogers Cable is Canada&#146;s largest cable television company, serving close
to 2.3&nbsp;million basic subscribers, representing approximately 29% of basic cable
subscribers in Canada. Cable also provides digital cable services to
approximately 535,300 subscribers and Internet service to approximately 790,500
subscribers at December&nbsp;31, 2003.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Cable has highly-clustered and technologically advanced broadband networks
in Ontario, New Brunswick and Newfoundland.
Cable&#146;s Ontario cable systems, which comprise approximately 90% of its 2.3
million basic cable subscribers, are concentrated in three principal clusters
in and around: (i)&nbsp;the greater Toronto area, Canada&#146;s largest metropolitan
centre; (ii)&nbsp;Ottawa, the national capital city of Canada, and (iii)&nbsp;the Guelph
to London corridor in southern Ontario. Cable&#146;s New Brunswick and Newfoundland
cable systems in Atlantic Canada comprise the balance of its subscribers.
</FONT>
<P align="left"><FONT size="2"><I>Cable Products and Services</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;With 99%
of its network having digital cable available and more than 92% upgraded to 750
Megahertz (&#147;MHz&#148;) or 860 MHz, Rogers Cable has a highly-competitive offer which
includes high definition television (&#147;HDTV&#148;), a suite of &#145;Rogers on Demand&#146;
services (including video on demand (&#147;VOD&#148;), personal video recorders (&#147;PVR&#148;)
and time shifted programming), impulse pay-per-view (&#147;PPV&#148;), movies and events
as well as a significant line-up of digital, multicultural and sports programming.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Rogers
Cable&#146;s Internet service is available to over 96% of it&#146;s homes
passed.
Cable&#146;s Internet service is available to residential
customers in either a High Speed or Rogers Hi-Speed Internet
Lite (Internet Lite) service offering. Cable also offers a full range
of data and Internet products to business customers.
</font>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Rogers Cable also offers videocassette, digital video disc (&#147;DVD&#148;) and
video game sales and rentals through Rogers Video, Canada&#146;s second largest
chain of video stores. There were 279 Rogers Video stores at December&nbsp;31, 2003,
of which many are integrated stores that provide Rogers customers with the
additional ability to purchase cable and wireless products and services, pay
their cable television, Internet or Rogers Wireless bills and to pick up and
return cable TV and Internet equipment.
</FONT>
<P align="left"><FONT size="2"><I>Cable Distribution Network</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition to the Rogers Video stores as described above, Cable markets
its services through an extensive network of retail locations across its
network footprint, including the Rogers Wireless independent dealer network,
Rogers AT&#038;T Wireless stores and kiosks and major retail chains such as
RadioShack Canada Inc., Future Shop Ltd. and Best Buy Canada. Cable also
offers products and services and customer service on its e-business Web site,
www.rogers.com.
</FONT>

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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
<P align="center"><FONT size="2">13</FONT>
<P align="left"><FONT size="2"><I>Cable Networks</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Cable&#146;s cable networks in Ontario and New Brunswick, with few exceptions,
are interconnected to regional head-ends, where analog and digital channel
line-ups are assembled for distribution to customers and Internet traffic is
aggregated and routed to and from customers, by inter-city fibre-optic rings.
The fibre interconnections allow Cable&#146;s multiple Ontario and New Brunswick
cable systems to function as a single cable network. Cable&#146;s remaining
subscribers in Newfoundland and New Brunswick are served by local
head-ends. Cable&#146;s two regional head-ends in Toronto, Ontario and Moncton, New
Brunswick provide the source for most television signals used in the cable
systems.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Cable&#146;s technology architecture is based on a three-tiered structure of
primary hubs, optical nodes and co-axial distribution. The primary hubs,
located in each region that Cable serves, are connected together by
inter-city fibre-optic systems carrying television, Internet, network control
and monitoring, and administrative traffic. The fibre-optic systems are
generally constructed as rings that allow signals to flow in and out of each primary hub
through two paths, providing protection from a fibre cut or other disruption.
These high-capacity optical fibre networks deliver high performance and
reliability, and have substantial reserves for future growth in the form of
dark fibre and unused optical wavelengths. Cable&#146;s primary hubs serve a
from 4,000 to 248,000 subscribers, with two of the primary hubs each
serving over 200,000 subscribers.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Optical fibre joins the primary hub to the optical nodes in the cable
distribution plant. Final distribution to subscriber homes from optical nodes
uses co-axial cable with two-way amplifiers to support on-demand television and
Internet service. Co-axial cable capacity has been increased repeatedly by
introducing more advanced amplifier technologies. Cable believes
co-axial cable is the
most cost-effective and widely deployed means of carrying two-way television
and high-speed Internet services to residential subscribers.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Groups
of an average of 640&nbsp;homes are served from each optical node in a
cable architecture commonly referred to as fibre-to-the-feeder (&#147;FTTF&#148;). The
FTTF plant provides bandwidth up to 750&nbsp;MHz or 860&nbsp;MHz, which includes 37 MHz
of bandwidth used for &#147;upstream&#148; transmission from the subscribers&#146; premises to
the primary hub. Cable believes the upstream bandwidth is sufficient to
support multiple cable modem systems and data traffic from interactive digital
set-top terminals for at least the near term future. When necessary,
additional upstream capacity can be provided by reducing the number of homes
served by each optical node. Fibre cable has been placed to permit a reduction
of the average node size from 640 to 300&nbsp;homes by installing additional optical
transceiver modules and optical transmitters and return receivers in the
head-ends and primary hubs.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;More than 92% of Cable&#146;s cable plant has been upgraded to 750/860 MHz
FTTF architecture, with approximately 96% of its plant capable of transmitting
550 MHz of bandwidth or greater. Through the completion of Cable&#146;s scheduled
network upgrade program, 96% will be rebuilt to 750/860 MHz FTTF by early 2004 and, by year
end 2004, approximately 85% of its network will be upgraded to 860 MHz. Some
smaller communities and rural areas continue to use more traditional two-way
cable architectures with 2,000 subscribers per node and 600 MHz bandwidth.
Overall, 96% of Cable&#146;s total cable plant was two-way addressable at December
31, 2003 and 99% of the homes passed in Cable&#146;s service areas had digital cable
available.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Cable believes that the 750/860 MHz FTTF architecture provides it with
sufficient bandwidth for foreseeable growth in television, data and future
services, a high quality picture, advanced two-way capability and increased
reliability. In addition, Cable&#146;s clustered network of cable systems served by
regional head-ends facilitates the Company&#146;s ability to rapidly introduce new
services to subscribers with a lower capital cost.
</FONT>

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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
<P align="center"><FONT size="2">14</FONT>
<P align="left"><FONT size="2"><I>Telephony Initiative</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Cable, together
with RCI, announced an initiative on February&nbsp;12,
2004, to deploy an advanced broadband Internet Protocol (IP) multimedia
network to support primary line voice-over-cable telephony and other
new services across cable service areas. This investment plan,
the completion of which assumes a regulatory environment supportive
of competition from voice-over-cable telephony, includes the capital
costs required to deploy a scalable primary line quality digital
voice-over-cable telephony service utilizing PacketCable and DOCSIS
standards, including the costs associated with switching, transport,
IP network redundancy, multi-hour network and customer premises powering,
network status monitoring, customer premises equipment, information
technologies and systems integration. Cable expects the PP&#38;E expenditures
required to deploy this platform will be approximately
$200&nbsp;million over two years. Cable also expects the majority of
the PP&#38;E expenditures will occur in the first 12 to 18 months of the deployment, with 2004
expenditures expected to be between $140&nbsp;million and
$170&nbsp;million. Once this initial platform is deployed, the
additional variable PP&amp;E expenditures associated with adding each voice-over-cable telephony service subscriber, which includes
uninterruptible backup powering at the home, is expected to be in the
range of $300 to $340 per subscriber addition.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Cable is
currently refining its business strategies with respect to
voice-over-cable telephony services. As a result, the PP&#38;E expenditures,
costs and timeline described above are initial estimates. In addition, Cable,
together with RCI, is
considering offering the telephony services described above through
another wholly owned RCI subsidiary, Rogers Telecom Inc. (Rogers
Telecom). RCI is currently in the process of recruiting an
industry executive to lead Rogers Telecom. Although
Cable&#146;s business strategies and organizational structure with respect
to telephony services continue to be refined, it plans to incur most
or all of the PP&#38;E expenditures described above to upgrade its
network to an advanced broadband multimedia platform capable of
supporting voice-over-cable telephony and other new services. In the
event that Rogers Telecom offers voice-over-cable telephony services,
Cable would enter into an agreement with Rogers Telecom which could
relate to, among other things, access to and the use of Cable&#146;s
network.
</FONT>

<P align="left"><FONT size="2"><I>Cable Restructuring</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On December&nbsp;31, 2003, Cable executed a corporate reorganization that
involved the transfer of substantially all of the assets of Cable to a
wholly-owned subsidiary, Rogers Cable Communications Inc. (&#147;RCCI&#148;). As part of the
reorganization, the Cable&#146;s subsidiaries, Rogers Cablesystems Ontario Limited,
Rogers Ottawa Limited/Limit&#233;e, Rogers Cable Atlantic Inc. and Rogers
Cablesystems Georgian Bay Limited, amalgamated with and continued as &#147;RCCI&#148;. As a result of the reorganization, Cable,
through RCCI, continues to conduct all of the operations and provide all of
Cable&#146;s services.
</FONT>
<P align="left"><FONT size="2">CABLE STRATEGY OVERVIEW
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Cable
seeks to maximize its revenue, operating profit, as previously
defined, and return on
investment by leveraging its technologically advanced cable network to meet the
information, entertainment and communications needs of its subscribers, from
basic cable television to advanced two-way cable services including digital
cable, Internet access, PPV, VOD, PVR and HDTV. The key elements of Cable&#146;s
strategies are as follows:
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">clustering of cable systems in and around metropolitan areas;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">offering a wide selection of products and services;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">maintaining technologically advanced cable networks;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">continuing to focus on increased quality and reliability of service;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">leveraging its relationships within the Rogers group of companies to
identify opportunities for bundled product and service offerings as well
as for cost and infrastructure sharing;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">continuing to develop brand awareness and to promote the &#147;Rogers&#148;
brand as a symbol of quality, innovation and value and of a diversified
Canadian media and communications company; and</FONT></TD>
</TR>
</TABLE>

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<P align="center"><FONT size="2">15</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">deploying advanced IP capabilities
to provide high quality digital
primary line voice telephony service.</FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2">CABLE SEASONALITY
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Cable&#146;s subscriber additions and disconnections are subject to modest
seasonal fluctuations which are largely attributable to movements of university
and college students and individuals temporarily suspending service due to
extended vacations. These fluctuations generally have a minimal impact on
Cable&#146;s financial results.
</FONT>
<P align="left"><FONT size="2">RECENT CABLE INDUSTRY TRENDS
</FONT>

<P align="left"><FONT size="2"><I>Investment in Improved Cable Television Networks and Expanded Service
Offerings</I>
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In recent years, North American cable television companies have made
substantial investments in the installation of fibre-optic cable and
electronics in their respective networks and in the development of broadband
Internet and digital cable services. These investments have enabled cable
television companies to offer expanded packages of analog and digital cable
television services, including VOD, PPV services, expanded
analog and digital services pay television packages, interactive television
services, HDTV programming and Internet services.
</FONT>
<P align="left"><FONT size="2"><I>Increased Competition from Alternative Broadcasting Distribution
Undertakings</I>
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As discussed in &#147;Competition&#148; below, Canadian cable television systems
generally face legal and illegal competition from several alternative
multi-channel broadcasting distribution systems. See &#147;Competition&#148; below for a
discussion of these various competitive forces.
</FONT>
<P align="left"><FONT size="2"><I>Development of Cable Telephony Offerings</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Many of the larger
cable system operators or Multiple System Operators (&#147;MSO&#148;) in North America have
deployed or announced the pending deployment of local telephony service
offerings over all or portions of their cable systems. The MSOs utilize either
older circuit switched technologies or newer soft switch-based voice over
IP technologies (&#147;VoIP&#148;) to deploy local telephony. VoIP, when
offered over a DOCSIS cable modem connection to an MSO&#146;s network that is
utilizing industry standard Packet Cable certified components, enables an MSO
to emulate, with the exception of network powering, the features, functionality
and quality of service of traditional local telephone service. VoIP is
increasingly being proven a reliable and scalable technology for enabling MSOs
(and other next generation telecommunication carriers) to enter the
local telephony services market.
</FONT>
<P align="left"><FONT size="2">CABLE REGULATORY DEVELOPMENTS
</FONT>

<P align="left"><FONT size="2"><I>Community-Based Media</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The CRTC&#146;s new community-based media policy framework came into effect in
January 2003. Under the framework, Cable can retain a higher proportion of
the payments that would otherwise go to support Canadian programming funds.
Cable is permitted to use these retained payments to support its own community
television channels.
</FONT>

<P align="left"><FONT size="2"><I>Distribution of Digital Television
Signals</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In November 2003, the CRTC released its policy framework for the
distribution of digital television signals. Under the framework, Cable is
required to distribute the digital signal of a Canadian broadcaster once the
signal is available over the air. Both the analog and digital versions of a
Canadian television signal are to be distributed until 85% of Cable&#146;s
subscribers have digital set-top boxes or digital receivers.
</FONT>

<P align="left"><FONT size="2"><I>Basic Rate Increase</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On January&nbsp;21, 2004, the CRTC renewed the licences of 22 specialty
services. Three services were granted basic rate increases that come into
effect on April&nbsp;20, 2004. Depending on the system, the new
</FONT>

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<P align="center"><FONT size="2">16</FONT>
<P align="left"><FONT size="2">rates could represent a basic fee increase of as much as $0.13 per
subscriber per month or approximately $2.5&nbsp;million in incremental wholesale
fees, prorated at $1.7&nbsp;million in 2004.
</FONT>
<P align="left"><FONT size="2">CABLE COMPETITION
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Canadian cable television systems generally face legal and illegal
competition from several alternative multi-channel broadcasting distribution
systems, including two Canadian Direct-to-Home (&#147;DTH&#148;) satellite providers,
U.S. Direct Broadcast Satellite (&#147;DBS&#148;) service, Satellite Master Antenna
Television (&#147;SMATV&#148;), and Multi-channel, Multi-point Distribution System
(&#147;MMDS&#148;), as well as from the direct reception by antenna of over-the-air local
and regional broadcast television signals.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In recent years, telephone companies have acquired licences to operate
terrestrial broadcast distribution undertakings (&#147;BDUs&#148;). These companies
include TELUS Corporation (&#147;TELUS&#148;), Saskatchewan Telecommunications
(&#147;Sasktel&#148;), MTS Communications Inc. (&#147;MTS&#148;), and Aliant Inc. (&#147;Aliant&#148;). Cable
competes directly with Aliant in New Brunswick and Newfoundland and TELUS in
Onatrio. During 2003, BCE Inc. (&#147;Bell&#148;) announced that it will apply for a BDU licence
allowing it to deliver television service to residential homes and apartment
buildings using digital subscriber line (&#147;DSL&#148;) technology. If proven
viable, DSL technologies such as very high speed digital subscriber lines
(&#147;VDSL&#148;) will potentially offer a complete array of
broadcast television services including VOD and HDTV. In particular, Bell has
stated an objective to target MDU&#146;s with the VDSL product. Cable&#146;s premium
services, such as movie networks, U.S. superstations, pay-per-view and VOD
services, also compete to varying degrees with other communications and
entertainment media, including home video, movie theatres and live theatre.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Since their launch in 1997, the two DTH providers licenced by the CRTC to
operate in Canada (Bell ExpressVu LLP and Star Choice Communications Inc.) have
become aggressive competitors to cable television systems in Canada. In
addition, illegal access to U.S. DBS signals by individuals residing in Canada
has become an increasing source of black and grey market competition for
Canadian cable television systems. The &#147;black market&#148; refers to pirate DBS
equipment Canadian residents illegally obtain and operate. This equipment
enables them to take, without paying a fee, programming services from U.S. DBS
providers by defeating the operation of the systems that prevent unauthorized
access. The &#147;grey market&#148; refers to U.S. DBS equipment that Canadian residents
obtain and illegally bring into and operate in Canada. Such residents
illegally give a false U.S. service address to the U.S. DBS providers, paying a
fee to receive programming services not offered for sale in Canada.
Unauthorized access by Canadian residents with pirate DTH equipment and theft
of Canadian DTH services is another source of competition to Canadian cable
companies. In April 2002, the Supreme Court of Canada issued a decision
clarifying that the decoding of programming signals, except in accordance with
the authorization of a licenced Canadian distributor, is prohibited in Canada.
The decision has led to increased criminal and civil enforcement activity
against black and grey market satellite television dealers in Canada.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Cable&#146;s objective is to offer the fullest possible, range of programming
and services to its customers. In September 2001, Cable launched approximately
70 of the new Category 1 and Category 2 digital services licenced by the CRTC
in 2000. Since that time, Cable has launched additional Category 2 and foreign
digital services. Cable offers more third language digital services than any
other Canadian distributor. In late 2001, Cable also launched a digital
offering consisting of HDTV versions of the U.S. networks sourced from Detroit.
In early 2002, Cable launched a digital timeshifting package that included
distant Canadian conventional broadcast signals a version of the U.S. networks
sourced from Seattle. In March 2002, Cable began offering HDTV versions of
selected pay and PPV programming. In 2003, Cable added HDTV versions of City
TV Toronto, TSN, Rogers Sportsnet and U.S. networks
</FONT>

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<P align="center"><FONT size="2">17</FONT>
<P align="left"><FONT size="2">sourced from Seattle and Spokane. Cable has a large and diverse,
highly-competitive offering relative to Canadian DTH and other Canadian cable
providers.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Cable&#146;s Internet access service competes generally with a number of other
Internet Service Providers (&#147;ISPs&#148;), offering competing residential and
commercial Internet access services. Many ISPs offer telephone dial-up Internet
access services that provide significantly reduced bandwidth and download speed
capabilities compared to broadband technologies such as cable modem or DSL.
Cable&#146;s Internet service competes directly with Bell&#146;s DSL Internet
service in the high-speed Internet market in Ontario, and with the DSL Internet
services of Aliant in some of Cable&#146;s service areas in New Brunswick and
Newfoundland. Cable also offers a less expensive Internet Lite service which
has fewer features than the standard high-speed package. Cable&#146;s
Internet Lite service competes against similar slower speed DSL services
and, because of its reduced speed, competes more directly with dial-up
services.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Cable has increasingly offered its services to customers at either a
discounted price for subscribing to multiple services or, more recently, in
product bundles which are priced at a discount to the sum of the prices of the
individual products if they were to be purchased separately. Cable believes
that such customer loyalty programs and multi-product bundling enables it to
reduce individual product churn, increase the average revenue received from its
customers by selling multiple products to them and to better service its
customers by offering a single bill and single points of customer service
contact. Late in 2003, Cable and Rogers Wireless launched a combined bundle
which offered combinations of their video, high-speed Internet, and wireless
services. Cable&#146;s primary competitor, Bell, also markets similar product
bundles at similar price points in competition with Cable. However, Bell&#146;s
practice of bundling telephone services with Internet and DTH service is
currently under review with the CRTC.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Cable faces emerging competition from other utilities such as
hydroelectric companies as these companies look to utilize their infrastructure
to provide internet and other services that may directly compete with its
current and future service offerings.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Rogers Video competes with other videocassette, DVD and video game sales
and rental store chains, such as Blockbuster Inc. and Wal-Mart Stores Inc., as
well as individually owned and operated outlets. Competition is principally
based on location, price and availability of titles.
</FONT>
<P align="left"><FONT size="2">CABLE OPERATING AND FINANCIAL RESULTS
</FONT>

<P align="left"><FONT size="2"><I>Year Ended December&nbsp;31, 2003 Compared to Year Ended December&nbsp;31, 2002</I></FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For purposes of this discussion, revenue has been classified according to
the following categories:
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">core cable, which includes revenue derived from (a)&nbsp;analog cable
service revenue consisting of basic cable service fees plus extended
basic (or tier) service fees, installation fees and access fees for use
of channel capacity by third and related parties and (b)&nbsp;digital cable
television service revenue consisting of digital channel service fees,
including premium and specialty service subscription fees, PPV service
fees, interactive television service fees, VOD and digital set-top
terminal rental fees;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Internet, which includes service revenues from residential and
commercial Internet access service and modem rental fees plus
installation fees; and</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Rogers Video stores, which includes the sale and rental of videocassettes,
DVDs, video games and confectionery, as well, Rogers Video earns commissions
acting as an agent to sell other Rogers&#146; services such as wireless,
Internet, and digital cable.</FONT></TD>
</TR>
</TABLE>

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<P align="center"><FONT size="2">18</FONT>



<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Internet service has essentially become another service that leverages the
cable infrastructure and which, for the most part, shares the same physical
infrastructure and sales, marketing and support resources as other core cable
offerings. This, combined with Cable&#146;s expanded bundling of cable television
and Internet services, increasingly led to allocations of bundled revenues and
network and operating costs between the core cable and Internet operations of
Cable. As such, commencing January&nbsp;1, 2003, reporting of the core cable and
Internet segments of the Cable segment were combined. Cable continues to
provide separate statistical information on its Internet subscribers as it does
for the digital cable subscriber subset of its core cable operations. In
addition, Cable is continuing to report Internet revenues separate from those
of core cable.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Cable operating expenses consist of:
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">cost of sales, which are comprised of Rogers Video store merchandise and
depreciation related to the acquisition of rental assets;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">sales and marketing expenses, which include sales and
retention-related advertising and customer communications as well as
other acquisition costs such as sales support and commissions and costs
of operating, advertising and promoting the Rogers Video store chain, and</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">operating, general and administrative expenses which include: (a)
the monthly contracted payments for the acquisition of programming paid
directly to the programming supplier as well as to copyright collectives and the
Canadian Television Fund; (b)&nbsp;Internet interconnectivity and usage
charges and the cost of operating the e-mail service; (c)&nbsp;technical
service expenses, which includes the costs of operating and maintaining
the cable network as well as certain customer service activities ranging
from installations to repair; (d)&nbsp;customer care expenses, which include
the costs associated with the order-taking and billing inquiries of
subscribers; (e)&nbsp;community television expenses, which are a regulatory
requirement and consist of the costs to operate a series of local
community-based television stations, which traditionally have filled a
unique and localized customer-oriented niche, (f)&nbsp;general and
administrative expenses, and (g)&nbsp;expenses related to the national
management of the Rogers Video stores.</FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2"><I>Summarized Cable Financial Results</I>
</FONT>

<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
    <TD width="5%">&nbsp;</TD>
    <TD width="59%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="7"><FONT size="1"><B>Years Ended December 31,</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="7"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center" colspan="2"><FONT size="1"><B>(In
millions of dollars)</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2003</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2002</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>% Chg</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center" colspan="2"><FONT size="1"><B>&nbsp;</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Operating
 revenue:<SUP>(1)</SUP></FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Core cable</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">1,186.4</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">1,113.9</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">6.5</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Internet</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">322.3</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">242.6</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">32.9</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Total cable
 revenue<SUP>(1)</SUP></FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,508.7</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,356.5</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">11.2</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Video stores</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">282.6</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">263.0</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">7.5</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Intercompany eliminations</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(3.2</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(4.9</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Total
 operating revenue<SUP>(1)</SUP></FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,788.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,614.6</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">10.8</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Operating expenses:</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>

<TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Cost
of video stores sales</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">129.9</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">121.3</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">7.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>

<TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Sales
and marketing expenses<SUP>(1)</SUP></FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">205.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">192.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">6.8</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>

<TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Operating,
general and administrative expenses<SUP>(1)</SUP></FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">792.8</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">742.7</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">6.8</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Intercompany eliminations</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(3.2</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(4.9</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(34.7</FONT></TD>
    <TD><FONT size="2">)&nbsp;</FONT></TD>
</TR>
<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Total operating expense</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,124.6</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,051.2</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">7.0</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Operating
 profit <SUP>(2)</SUP></FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Cable</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">639.8</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">541.9</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">18.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Video stores</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">23.7</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">21.5</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">10.2</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</CENTER>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<P align="center"><FONT size="2">19</FONT>

<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
    <TD width="5%">&nbsp;</TD>
    <TD width="59%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="7"><FONT size="1"><B>Years Ended December 31,</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="7"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center" colspan="2"><FONT size="1"><B>(In millions of dollars)</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2003</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2002</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>% Chg</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center" colspan="2"><FONT size="1"><B>&nbsp;</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Total operating profit</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">663.5</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">563.4</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">17.8</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Cable
 operating profit margin <SUP>(3)</SUP></FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">42.4</FONT></TD>
    <TD nowrap><FONT size="2">%</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">40.0</FONT></TD>
    <TD nowrap><FONT size="2">%</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Video stores
 operating profit margin <SUP>(2)</SUP></FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">8.4</FONT></TD>
    <TD nowrap><FONT size="2">%</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">8.2</FONT></TD>
    <TD nowrap><FONT size="2">%</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Total</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">37.1</FONT></TD>
    <TD nowrap><FONT size="2">%</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">34.9</FONT></TD>
    <TD nowrap><FONT size="2">%</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Additions
to Property, plant and equipment</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">509.6</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">650.9</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(21.7</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">(1)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">As reclassified. See the &#147;Recent
Accounting Developments - Revenue Recognition&#148; section.
</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">(2)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">As defined in &#147;Key
Performance Indicators &#150; Operating Profit and
Operating Profit Margin&#148; section.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">(3)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">As defined in &#147;Key Performance
Indicators &#150; Operating Profit and Operating Profit Margin&#148; section and is
calculated as follows:</FONT></TD>
</TR>
</table>


<CENTER>
<TABLE width="80%" align="center" cellspacing="0" cellpadding="0" border="0">

<TR>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="66%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="7%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD colspan="2"></TD>
    <TD></TD>
    <TD colspan="7"></TD>
</TR>

<TR>
    <TD colspan="2"></TD>
    <TD></TD>
    <TD colspan="7" align="center" nowrap><B><FONT size="1">Year Ended December 31,</FONT></B></TD>
</TR>

<TR>
    <TD colspan="2"></TD>
    <TD></TD>
    <TD colspan="7" align="center" nowrap><HR size="1" noshade></TD>
</TR>


<TR>
    <TD colspan="2"></TD>
    <TD></TD>
    <TD colspan="7" align="center" nowrap><B><FONT size="1">(in millions of dollars)</FONT></B></TD>
</TR>


<TR>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">(in millions of dollars)</FONT></B></TD>

    <TD colspan="3" align="center" nowrap><B><FONT size="1">2003</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">2002</FONT></B></TD>
</TR>

<TR>
    <TD colspan="2"></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR>
    <TD colspan="2"></TD>
    <TD></TD>
    <TD colspan="7"></TD>
</TR>


<TR bgcolor="#eeeeee">
    <TD colspan="2" align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Operating revenue
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR><TD><TR><TD><TR><TD><TR><TD>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Cable
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom"><FONT size="2">$</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">1,508.7</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom"><FONT size="2">$</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">1,356.5</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR><TD><TR><TD><TR><TD><TR><TD>

<TR bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Video stores
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">282.6</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">263.0</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR><TD><TR><TD><TR><TD><TR><TD>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Intercompany eliminations
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(3.2</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(4.9</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR>
    <TD colspan="2"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR bgcolor="#eeeeee">
    <TD colspan="2" align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Total operating revenue
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom"><FONT size="2">$</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">1,788.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom"><FONT size="2">$</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">1,614.6</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD colspan="2"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR>
    <TD colspan="2" align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Operating profit
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR><TD><TR><TD><TR><TD><TR><TD>

<TR bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Cable
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom"><FONT size="2">$</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">639.8</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom"><FONT size="2">$</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">541.9</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR><TD><TR><TD><TR><TD><TR><TD>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Video stores
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">23.7</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">21.5</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR><TD><TR><TD><TR><TD><TR><TD>

<TR>
    <TD colspan="2"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR>
    <TD colspan="2"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom"><FONT size="2">$</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">663.5</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom"><FONT size="2">$</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">563.4</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD colspan="2"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

</TABLE>
</CENTER>

<CENTER>
<TABLE width="100%" align="center" cellspacing="0" cellpadding="0" border="0">

<TR>
    <TD width="10%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="36%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="54%"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Cable operating profit margin &#151; 2003
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="bottom">
    <FONT size="2">$639.8 &#247; $1,508.7 = 42.4%
    </FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Cable operating profit margin &#151; 2002
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="bottom">
    <FONT size="2">$541.9 &#247; $1,356.5 = 40.0%
    </FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Video store operating profit margin &#151; 2003
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="bottom">
    <FONT size="2">$23.7 &#247; $282.6 = 8.4%
    </FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Video store operating profit margin &#151; 2002
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="bottom">
    <FONT size="2">$21.5 &#247; $263.0 = 8.2%
    </FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Total operating profit margin &#151; 2003
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="bottom">
    <FONT size="2">$663.5 &#247; $1,788.1 = 37.1%
    </FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Total operating profit margin &#151; 2002
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="bottom">
    <FONT size="2">$563.4 &#247; $1,614.6 = 34.9%
    </FONT></TD>
</TR>

</TABLE>
</CENTER>

<P align="left"><FONT size="2"><I>Cable Operating Highlights and Significant Developments of 2003</I>
</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Total Cable revenues increased 10.8% and total operating profit
increased 17.8% compared to 2002. Cable Operating profit margin,
excluding Video stores, grew by 240 basis points year-over-year to
42.4%.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Basic subscriber levels remained relatively flat, as compared to year
end 2002.</FONT></TD>
</TR>


<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Internet subscriber base increased by 23.6%, or 151,100 net new
subscribers, and digital cable subscriber base increased by 33.3%, or
133,800 net new subscribers during the year.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">The network rebuild project progressed further increasing to 96% of
Cable&#146;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.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Cable continued to expand the availability of its VOD service, Rogers
on Demand, with availability reaching over 1.8&nbsp;million homes by year end
2003, while continuing to expand the number of VOD contract agreements
with various production studios to bring the total number of available
titles to over 1,000.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Cable increased the throughput of its hi-speed Internet service up
to 3Mbps, introduced it&#146;s first PVR, and launched 9 new HDTV channels.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Seven new Rogers Video stores were added, raising the total number of
Rogers Video stores to 279;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">In January 2004, Cable announced an agreement with Yahoo! Inc.
(&#147;Yahoo&#148;) to provide co-branded Internet services to current and future
customers of Cable&#146;s Internet access services. Some ancillary
agreements have not yet been finalized. Under the multi-year agreement,
in return for payment by Cable of a monthly fee, Yahoo will assume
operation of Cable&#146;s e-mail platform and provide a suite of customized
Yahoo! content, products and services to Cable&#146;s Internet access
customers. These content, products and services include the following:
a customizable browsing environment; personalized homepage; enhanced
e-mail services such as spam control, parental controls, premium pop-up
blocking and storage; enhanced instant messaging capabilities; and
multi-media services. Depending on the level of Internet access service
subscribed to, subscribers will receive some or all of these features as
part of their</FONT></TD>
</TR>
</TABLE>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<P align="center"><FONT size="2">20</FONT>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2"><FONT size="2">&nbsp;</FONT></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">subscription. The agreement also contemplates Cable and Yahoo
collaborating to offer premium packages of products and services to
Cable&#146;s subscribers for an additional fee. A number of ancillary
agreements have yet to be finalized.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Cable issued US $350&nbsp;million (Cdn. equivalent $470.4&nbsp;million) 6.25%
Senior (Secured) Second Priority Notes due 2013. These funds were used
by Cable to repay advances outstanding under its bank credit facility,
intercompany debt owing to RCI and to redeem US $74.8&nbsp;million aggregate
principal amount of its 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.</FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2"><I>Cable Revenue and Subscribers</I>
</FONT>

<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
    <TD width="53%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="7"><FONT size="1"><B>Years Ended December 31,</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="7"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center"><FONT size="1"><B>(Subscriber statistics in thousands)</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2003</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2002</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Chg</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>% Chg</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center"><FONT size="1"><B>&nbsp;</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Homes passed</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">3,215.4</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">3,103.2</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">112.2</FONT></TD>
    <TD nowrap><FONT size="2"><SUP>(1)</SUP></FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">3.6</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Basic cable subscribers</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2,269.4</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2,270.4</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(1.0</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(0.0</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Basic cable, net additions (losses)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(1.0</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(16.0</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">15.0</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">93.8</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Internet subscribers</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">790.5</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">639.4</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">151.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">23.6</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Internet, net additions</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">151.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">160.6</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(9.5</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(5.9</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Digital terminals in service</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">613.6</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">456.2</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">157.4</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">34.5</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Digital terminals, net additions</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">157.4</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">142.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">15.3</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">10.8</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Digital households</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">535.3</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">401.5</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">133.8</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">33.3</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Digital households, net additions</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">133.8</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">129.4</FONT></TD>

    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">4.4</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">3.4</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">VIP customers</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">661.6</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">593.0</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">68.6</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">11.6</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">VIP customers, net additions</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">68.6</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">95.5</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(26.9</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(28.2</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P>
<HR size="1" width="18%" align="left" noshade>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="100%"><FONT size="2">(1) Homes passed for 2003 include adjustments based on a periodic audit process
to reflect, among other things, new homes constructed. An additional 32,002
homes were identified , which represents 28.7% of the increase.</FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2"><I>Core Cable Revenue</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Core cable revenue, which
 accounted for 66.3% of total Cable revenues in
2003, totaled $1,186.4&nbsp;million, a $72.5&nbsp;million, or 6.5%, increase over 2002.
Analog Cable service increased year-over-year by $32.2&nbsp;million due to price increases
in August 2003, offset partially by lower installation revenues. The remaining
$40.3&nbsp;million increase is primarily attributable to increased revenues related
to the growing number of subscriptions to digital services and the rental of
digital set-top terminal equipment.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Core cable average monthly revenue
 per subscriber was $43.69 in 2003, an
increase from $40.96 in 2002. Cable ended the year with 613,600 digital
terminals in 535,300 households, increases of 34.5% and 33.3% over the prior
year, respectively. At December&nbsp;31, 2003, the penetration of digital
households as a percentage of basic households was 23.6%, up from the December
31, 2002 penetration of 17.7%. The growth of digital cable subscribers, as
well as of Internet subscribers as discussed below, was supported by continued
healthy sales of a suite of bundled offers combining analog cable, digital
cable and Internet that were launched during 2002. As of December&nbsp;31, 2003,
approximately 162,400 bundles had been sold, up significantly from the over
84,000 bundles that had been sold at the end of 2002. Late in 2003, Cable and
Rogers Wireless jointly introduced Rogers&#146; first combined bundles which
included both cable and wireless products.
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<P align="center"><FONT size="2">21</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In its analog cable service, Cable offers three expanded analog channel
groupings called tiers in addition to its basic cable offering. At December
31, 2003, 81.2% of basic cable service customers also subscribed to one or more
tier services, compared to 81.9% at December&nbsp;31, 2002. Cable ended the year
with approximately 661,600 customers who subscribe to multiple plans and
participate in the Cable&#146;s high-value customer loyalty program, which cable
refers to as its &#147;VIP&#148; program.
</FONT>
<P align="left"><FONT size="2"><I>Internet Revenue</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Internet revenue for 2003 was $322.3&nbsp;million, representing growth of $79.7
million, or 32.9%, from 2002, and reflecting the significant
increase in the number of subscribers. Average revenue per Internet subscriber
per month for 2003 was $37.58, an increase from $37.13 for 2002, reflecting
continued strong sales of the Internet product offering and sales of the higher
priced business Internet offering, partially offset by customer additions to
Cable&#146;s lower priced Internet Lite product.
Year-over-year, the Internet subscriber base has grown by 151,100, or 23.6%,
resulting in 34.8% Internet penetration of basic cable households, or 24.6%
Internet penetration as a percentage of cable homes passed.
</FONT>
<P align="left"><FONT size="2"><I>Video Stores Revenue</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Video stores revenue grew by $19.6&nbsp;million, or 7.5%, to $282.6&nbsp;million for
2003 driven by a combination of the opening of 7 stores and a 4.4% increase in
same store revenues. &#147;Same stores&#148; are stores that were open for a full year
in both 2003 and 2002. At the end of 2003, many of the 279 Rogers Video stores were
integrated Rogers Video stores that offered access to a wide variety of cable
and wireless products and services in addition to the core video rental and
sales offerings.
</FONT>
<P align="left"><FONT size="2"><I>Cable and Video Operating Expenses</I>
</FONT>

<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
    <TD width="5%">&nbsp;</TD>
    <TD width="57%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="7"><FONT size="1"><B>Years Ended December 31,</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="7"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center" colspan="2"><FONT size="1"><B>(In millions of dollars)</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2003</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2002</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>% Chg</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center" colspan="2"><FONT size="1"><B>&nbsp;</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Cable
 operating expenses:<SUP>(1)</SUP></FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>

<TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Sales
and marketing expenses</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">89.2</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">83.0</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">7.5</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>

<TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Operating,
general and administrative expenses</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">779.7</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">731.6</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">6.6</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Total Cable operating expenses</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">868.9</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">814.6</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">6.7</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Video stores operating expenses</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Cost of sales</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">129.9</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">121.3</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">7.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>

<TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Sales
and marketing expenses</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">115.8</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">109.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">6.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>

<TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Operating,
general and administrative expenses</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">13.2</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">11.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">18.9</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Total Video stores operating expenses</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">258.9</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">241.5</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">7.2</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Intercompany eliminations</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(3.2</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(4.9</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Operating
 expenses<SUP>(1)</SUP></FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">1,124.6</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">1,051.2</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">7.0</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</CENTER>

<TABLE align="center" cellspacing="0" style="font-size:10pt" cellpadding="0" border="0" width="100%">
 <TR>
  <TD>(1)&nbsp;</TD>
  <TD>&nbsp;&nbsp;</TD>
  <TD>As reclassified. See the &#147;New Accounting Developments -
Revenue Recognition&#148; section.</TD>
 </TR>
</TABLE>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Total Cable operating expenses of
 $868.9&nbsp;million increased $54.3&nbsp;million
or 6.7% from $814.6&nbsp;million in 2002.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The year-over-year increase in costs of Cable is directly attributable to
the growth in Internet subscribers combined with increasing penetration of
digital subscribers.
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<P align="center"><FONT size="2">22</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Cable sales and marketing expense
 increased by $6.2&nbsp;million or 7.5% in
2003 over 2002, primarily related to increases in commissions and advertising
costs related to Internet and digital sales.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Cable operating, general and
 administrative expenses increased by $48.1
million or 6.6% in 2003 over 2002. The increase related to increased costs of
programming and Internet transit and e-mail costs, associated with the
growth in digital and Internet subscribers.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Total
Rogers Video stores cost of sales increased by 7.1% in 2003 over 2002,
primarily as a result of the chains&#146; growth from 272 stores at December&nbsp;31,
2002 to 279 stores at December&nbsp;31, 2003. Video sales and marketing
expenses,
which include the cost of the stores, also increased by 6.1% in 2003 as
compared to 2002 as a result of the increased number of stores. Video operating,
general and administrative expenses increased by 18.9% as Video incurred higher
costs related to functions such as information technology and human resources.
</FONT>
<P align="left"><FONT size="2"><I>Cable Operating Profit</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For
2003, consolidated Cable operating profit grew by $100.1&nbsp;million, or
17.8%, over the same period in 2002, from $563.4&nbsp;million to $663.5&nbsp;million.
Consolidated cable operating profit increased by $97.9&nbsp;million,
or 18.1%, as
the impact of higher revenues from price increases and the increase in digital
and Internet penetration exceeded the increasing costs of supporting
subscribers. Video stores operating profit increased by $2.2&nbsp;million, or
10.2%, as revenue growth modestly outpaced cost growth relating to operating
efficiencies and improved margins on the sale of products.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The revenue and expense changes described above led to an increase in the
Cable operating margin from 40.0% in 2002 to 42.4% in 2003, reflecting the
growth of Internet and the impact of cable rate increases, while video store
operating margins grew to 8.4% from 8.2% in the prior year.
</FONT>
<P align="left"><FONT size="2"><I>Cable Employees</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Remuneration represents a material portion of the expenses of Cable.
Cable ended the year with approximately 5,470 FTEs, an increase of 170
employees from the 5,300 at December&nbsp;31, 2002. The increase in employees is
entirely attributable to growth at the Video stores as they opened new stores
and continued to focus on sales of both cable and wireless services and
products in addition to its traditional video rental and sales business.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Total remuneration paid to Cable employees (both full and part-time) in
2003 was approximately $236.6&nbsp;million, an increase of
$6.0&nbsp;million or 2.6%
from $230.6&nbsp;million in the prior year.
</FONT>
<P align="left"><FONT size="2"><I>Cable Additions to PP&#038;E</I>
</FONT>

<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
    <TD width="61%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="7"><FONT size="1"><B>Years Ended December 31,</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="7"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center"><FONT size="1"><B>(In millions of dollars)</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2003</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2002</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>% Chg</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center"><FONT size="1"><B>&nbsp;</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Customer premise equipment</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">181.6</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">226.8</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(19.9</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Scaleable infrastructure</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">80.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">90.0</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(11.0</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Line extensions</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">49.4</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">54.6</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(9.5</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Upgrade and rebuild</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">114.4</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">185.2</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(38.2</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Support capital</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">71.0</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">86.3</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(17.7</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">

<TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Cable
additions to PP&#038;E </FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">496.5</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">642.9</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(22.8</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>
</TABLE>
</CENTER>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<P align="center"><FONT size="2">23</FONT>

<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
    <TD width="61%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="7"><FONT size="1"><B>Years Ended December 31,</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="7"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center"><FONT size="1"><B>(In millions of dollars)</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2003</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2002</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>% Chg</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center"><FONT size="1"><B>&nbsp;</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Video stores additions to PP&#038;E</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">13.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">8.0</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">63.8</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Total additions to PP&#038;E</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">509.6</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">650.9</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(21.7</FONT></TD>
    <TD><FONT size="2">)</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The nature of the cable television business is such that the construction,
rebuild and expansion of a cable system is highly capital intensive. Cable
categorizes its additions to PP&#038;E according to a standardized set of reporting
categories that were developed and agreed to by U.S. cable television industry
and which enable easier comparisons between the additions to PP&#038;E of the
companies. Under these industry definitions, additions to PP&#038;E fall into the
following five categories:
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">customer premises equipment (&#147;CPE&#148;), which includes the equipment and
the associated installation costs;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">scaleable infrastructure, which includes non-CPE costs to meet
business growth and to provide service enhancements;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">line extensions, which includes network costs to enter new service
areas;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">upgrade and rebuild, which includes the costs to modify or replace
existing coax and fibre networks; and</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">support capital which includes the costs associated with the
replacement or enhancement of non-network assets.</FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For 2003, additions to PP&#038;E decreased $141.3&nbsp;million or 21.7% from 2002 to
total $509.6&nbsp;million. The significant factors driving the decline were the
reduction in rebuild capital as the 750 MHz portion of the rebuild program was
substantially completed in 2003 and the reductions in customer premise
equipment spending driven by the declining cost of digital terminals and
modems.
</FONT>
<P align="left"><FONT size="2">CABLE RISKS AND UNCERTAINTIES
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The cable business is subject to several operating risks and uncertainties
that may result in a material adverse effect on the business and financial
results as outlined below.
</FONT>
<P align="left"><FONT size="2"><I>Failure to Achieve Expected Growth from New Products</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;It is
expected that a substantial portion of future growth will be
achieved from new and advanced cable products, Internet and IP
products and services. Accordingly, Cable
has invested significant capital resources in the development of a
technologically advanced cable network in order to support a wide variety of
advanced cable products and services, and has invested significant resources in
the development of new services to be provided over the network. However,
consumers may not provide sufficient demand for the enhanced cable
products and services
that are offered. In addition, any initiatives to increase prices
for services may result in increased churn of subscribers and a
reduction in the total number of subscribers. Alternatively, Cable may fail to anticipate demand for
certain products and services, or may not be able to offer or market these new
retain existing subscribers while increasing pricing or products and services successfully to subscribers. Cable&#146;s failure to attract
subscribers to retain existing subscribers while increasing pricing
or new products and services, or failure to keep pace with changing
consumer preferences for cable and Internet services, could slow revenue growth
and have a material adverse effect on Cable&#146;s business and financial condition.
</FONT>

<P align="left"><FONT size="2"><I>Cable plans to invest substantial
resources in connection with voice-over-cable telephony services, and
it may not recover all or any of its investment.</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
connection with Cable&#146;s offering of telephony services, it
anticipates that it will invest approximately $200&nbsp;million of
upfront PP&amp;E expenditures over
the next two&nbsp;years, with approximately $140&nbsp;million to
$170&nbsp;million of the investment occurring in 2004. Once this
initial platform is deployed, the additional PP&amp;E expenditures
associated with adding each voice-over-cable telephony service
subscriber, which includes uninterruptible backup powering at the
home, is expected to be in the range of $300 to $340 per subscriber
addition. Cable does not
expect to generate significant revenue, if any, from this investment
during the next few years. Cable also cannot predict whether its
voice-over-cable telephony services will be accepted by its customers
or whether its voice-over-cable telephony services will be
competitive, from a quality and price perspective, with other
telephony services that will be available to its customers. In
addition, in deciding to invest in voice-over-cable telephony
services at this time, Cable has assumed that certain changes to
applicable telephony regulation will occur prior to the commercial
launch of our telephony services. If these regulatory changes do not
occur, Cable may not offer voice-over-cable telephony services as
currently contemplated. As a result of these uncertainties, Cable may
not recover any or all of its investment in telephony services, which
could have a material adverse effect on its business and financial
condition.
</FONT>

<P align="left"><FONT size="2"><I>Another subsidiary of the Company
may offer telephony services to Cable&#146;s customers, which could reduce
or limit Cable&#146;s return on investment.</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Cable is
currently refining its business strategies with respect to
voice-over-cable telephony services. Together with the Company, Cable
is considering offering voice-over-cable telephony services through
Rogers Telecom, which is another wholly-owned RCI subsidiary. In the
event that voice-over-cable telephony services are offered through
Rogers Telecom, Cable would likely incur most or all of the PP&#38;E
expenditures associated with developing a voice-over-cable telephony
network. If Rogers Telecom offers telephony services over Cable&#146;s
network, Cable might receive a lower return on our investment than if
it were to offer the service directly, without a commensurate
reduction in its investment risk. As a result, if Rogers Telecom
offers voice-over-cable telephony services utilizing Cable&#146;s network, Cable&#146;s
future return on investment, with respect to telephony services, may be
materially adversely affected.
</FONT>

<P align="left"><FONT size="2"><I>Current and Future Competition</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Technological, regulatory and public policy trends have resulted in a more
competitive environment for cable television service providers,
Internet Service Providers (ISP&#146;s) and video
sales and rental services in Canada. Cable faces competition from entities
utilizing other communications technologies and may face competition from other
technologies being developed or to be developed in the future as discussed in
&#147;Cable Competition&#148; above. Increased competition could adversely affect
Cable&#146;s subscriber levels and future results of operations.
</FONT>

<P align="left"><FONT size="2"><I>Dependency upon Digital Programming</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As discussed in &#147;Cable Competition&#148; above, there have been a significant
number of new digital specialty channels and services that have become
available in Canada since the latter portion of 2001. Cable believes that
subscriber selection of these digital specialty service channels, whether
individually,
</FONT>

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<P align="center"><FONT size="2">24</FONT>

<P align="left"><FONT size="2">in pre-set theme packs or in customer-designed channel packages, will
provide a consistent and growing stream of new revenue. In addition, the
ability to attract subscribers to digital cable service is enhanced by the
expanded variety of programming choices that are currently available, including
a growing amount of HDTV and on-demand programming. If a number of programmers
that supply digital specialty channels face financial or operational difficulty
sufficient to cease their operations, and the number of digital specialty
channels decreases significantly, it may have a significant negative impact on
Cable&#146;s financial results and financial position.
</FONT>

<P align="left"><FONT size="2"><I>Ability to Forecast Future PP&#038;E Expenditures</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;An increasing component of Cable&#146;s PP&#038;E expenditures will be to support a
series of more advanced services. These services include Cable&#146;s Internet,
digital television, HDTV,VOD, telephony and other enhanced services that require advanced subscriber equipment. A substantial component of the PP&#038;E required to support these
services will be demand driven. As a result, forecasting PP&#038;E expenditure
levels for Cable will likely be less precise, which may increase the volatility
of Cable&#146;s operating results from period to period.
</FONT>
<P align="left"><FONT size="2"><I>Dependency on Information Technology Systems</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The day-to-day operation of Cable&#146;s business is highly dependent on
information technology systems. An inability to enhance Cable&#146;s information
technology systems to accommodate additional customer growth and support new
products and services could have an adverse impact on its ability to acquire
new subscribers, manage subscriber churn, produce accurate and timely
subscriber bills, generate revenue growth and manage operating expenses, all of
which could adversely impact its financial results and financial
position. In addition, Cable uses industry standard network and
information technology security, survivability and disaster recovery
practices. Approximately 1,300 of its employees and critical elements
of its network infrastructure and information technology systems are
located at either of two sites: the corporate offices in Toronto and
Cable&#146;s Toronto operations facility. In the event that Cable
cannot access these facilities, as a result of a natural or manmade
disaster or otherwise, Cable&#146;s operations may be significantly
affected and may result in a condition that is beyond the scope of
its ability to recover without significant service interruption and
commensurate revenue and customer loss.
</FONT>
<P align="left"><FONT size="2"><I>Potential Impacts from Future Regulatory Decisions</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As discussed in &#147;Overview of Government Regulation&#148; above, the Company&#146;s
operations are subject to governmental regulations relating to, among other
things, licensing, competition, programming and foreign ownership. Changes in
industry regulations could affect the Cable&#146;s results of operations and have an
adverse effect on its business.
</FONT>
<P align="left"><FONT size="2"><I>Competition in Multiple Dwelling Units</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Broadcasting Distribution Regulations (Canada) do not allow Cable or
its competitors to obtain exclusive contracts in buildings where it is
technically feasible to install two or more systems. Approximately
one-third of Cable&#146;s basic cable subscribers are located in
Multiple Dwelling Units (&#147;MDU&#146;s&#148;). These regulations could
lead to competitive subscriber losses or pricing pressures in MDUs serviced by Cable which could result in a reduction of revenue.
</FONT>
<P align="left"><FONT size="2"><I>Requirement to Provide Access to Cable Systems to Third Party ISPs</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Cable has been required by the CRTC to provide access to its cable systems
by third party ISPs at mandated wholesale rates. The CRTC has approved
cost-based rates for third party Internet access service and is currently
considering proposed rates for third party interconnection and other
outstanding terms and conditions of the service. As a result of the requirement
that Cable provide access to third party ISPs, it may experience increased
competition at retail for high-speed Internet subscribers. In addition, these
third party providers utilize network capacity that Cable could otherwise use
for its own retail subscribers. One third party ISP has connected to Cable&#146;s
network on a wholesale basis and is
</FONT>

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<P align="center"><FONT size="2">25</FONT>
<P align="left"><FONT size="2">providing competing high-speed Internet services at retail. The increased
competition and reduced network capacity could result in a reduction of
revenue.
</FONT>
<P align="left"><FONT size="2"><I>Required Access to Support Structures and to Municipal Rights of Way</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Cable requires access to support structures and to municipal rights of way
in order to deploy facilities. Where access cannot be secured, Cable may apply
to the CRTC to obtain a right of access under the Telecommunications Act.
However, in 2003, the courts have determined that the CRTC does not have the
jurisdiction to establish the terms and conditions of access to the poles of
hydroelectric companies. As a result, the costs of obtaining access to support
structures and municipal rights of way could be substantially increased on a
prospective basis and for certain arrangements on a retroactive basis. Cable,
together with other Ontario cable companies, has applied to the Ontario Energy
Board to request that it assert jurisdiction over the fees paid by such
companies to hydroelectric distributors. If the efforts to control the fees
are not successful, increased costs associated with obtaining access to support
structures and municipal rights of way could adversely affect Cable&#146;s operating
results.
</FONT>
<P align="left"><FONT size="2"><I>Risk of Retransmission Royalty Rate Changes</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Copyright Board of Canada (Copyright Board) is expected to issue a decision in the near future on
the royalty rates for the distribution of Canadian pay and specialty services,
and U.S. specialty services, which will apply to the 2001-2004 period. It is
also expected to issue a decision on the royalty rates for the retransmission
of television and radio services for the 2004-2008 period. As a result of
these decisions, the royalties payable by Cable to copyright collectives could
increase. If they do, Cable will also be required to make retroactive payments
to the collectives in connection with 2001-2003 royalties
for the distribution
of Canadian pay and specialty services, and U.S. specialty services. A requirement to make retroactive payments would
materially adversely impact Cable&#146;s financial position and a rate increase
for 2004-2008, if Cable is unable to pass the increased rates
to its customers, could materially, adversely affect Cable&#146;s operating results.
</FONT>
<P align="left"><FONT size="2"><I>Risk of Expanded Copyright Royalty Obligations for ISPs</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A 1999 Copyright Board decision that considered whether ISPs should be
liable for the communication of music on the Internet was appealed to the
Federal Court of Appeal and, ultimately, to the Supreme of Court of Canada.
The Supreme of Court of Canada heard this appeal in December 2003 and is
expected to issue its decision in the summer of 2004. Should ISP&#146;s be found liable
for the communication of music on the Internet, and subsequent
royalty determined by the Copyright Board (Canada) could have
a material, negative impact on Cable.
</FONT>

<P align="left"><FONT size="2"><B>Rogers Wireless</B>
</FONT>

<P align="left"><FONT size="2">WIRELESS OVERVIEW</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Rogers Wireless is a leading Canadian wireless communications service
provider serving over 4.0&nbsp;million customers at December&nbsp;31, 2003, including
approximately 3.8&nbsp;million wireless voice and data subscribers and approximately
241,000 one-way messaging subscribers. Wireless operates both a Global System
for Mobile Communications/General Packet Radio Service (&#147;GSM/GPRS&#148;) network and
a seamless integrated Time Division Multiple Access (&#147;TDMA&#148;) and analog
network. The GSM/GPRS network provides coverage to approximately 93% of
Canada&#146;s population. The seamless TDMA and analog network provides coverage to
approximately 85% of Canada&#146;s population in digital mode, and approximately 93%
of Canada&#146;s population in analog mode. Rogers Wireless estimates that its 3.8
</FONT>

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<P align="center"><FONT size="2">26</FONT>

<P align="left"><FONT size="2">million wireless voice and data
subscribers represent approximately 12.9% of the Canadian population
residing in its coverage area. Subscribers to Rogers Wireless services have access to these services
throughout the United States through its agreements with AT&#038;T Wireless
Services, Inc. (AT&#038;T Wireless or AWE) and other U.S. operators. The Company&#146;s
subscribers also have access to international service in over 110 countries,
including throughout Europe and Asia, through roaming agreements with other
wireless communication providers.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;At December&nbsp;31, 2003, RCI, directly and indirectly, beneficially owned or
controlled 62,820,371 Class&nbsp;A Multiple Voting Shares of Rogers Wireless,
representing 69.4% of the issued and outstanding Class&nbsp;A Multiple Voting
Shares, and 16,317,644 Class&nbsp;B Restricted Voting Shares of Rogers Wireless,
representing 31.7% of the issued and outstanding Class&nbsp;B Restricted Voting
Shares, which together represented 67.4% of the total votes attached to all
voting shares of Rogers Wireless currently issued and outstanding. At December
31, 2003, AWE indirectly beneficially owned or controlled 27,647,888 Class&nbsp;A
Multiple Voting Shares, representing 30.6% of the issued and outstanding Class
A Multiple Voting Shares, and 20,946,284 Class&nbsp;B Restricted Voting Shares,
representing 40.7% of the issued and outstanding Class&nbsp;B Restricted Voting
Shares, which together represented 31.1% of the total votes attached to all
voting shares of Rogers Wireless currently issued and outstanding. The
remaining 14,166,250 Class&nbsp;B Restricted Voting Shares, representing 27.5% of
the issued and outstanding Class&nbsp;B Restricted Voting Shares and 1.5% of the
total votes on selected matters, are publicly held. The Class&nbsp;B Restricted
Voting Shares are entitled to vote on all matters other than the appointment of
the auditors and generally on the election of directors. The Class&nbsp;B
Restricted Shares are entitled to elect three directors, voting separately as a
class. As a percentage of the total number of shares of Rogers Wireless
currently issued and outstanding, at December&nbsp;31, 2003, Rogers Wireless was
55.8% owned by RCI and 34.2% owned by AWE, with the balance publicly held
</FONT>
<P align="left"><FONT size="2"><I>Wireless Products and Services</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Wireless offers wireless voice, data and messaging services across Canada.
Wireless voice services are available in either postpaid or prepaid payment
options. In addition, Wireless&#146; GSM/GPRS network provides customers with
advanced high-speed wireless data services, including mobile access to the
Internet, e-mail, digital picture transmission and two-way short messaging
service (&#147;SMS&#148;).
</FONT>
<P align="left"><FONT size="2"><I>Wireless Distribution Network</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Wireless markets its services through an extensive national network of
over 7,000 dealer and retail locations across Canada, which include
approximately 2,500
locations selling handsets and prepaid cards and an additional
approximate 4,500
locations selling the prepaid cards. Wireless&#146; nationwide distribution network
includes an independent dealer network, Rogers AT&#038;T Wireless stores and kiosks,
major retail chains such as RadioShack Canada Inc., Future Shop Ltd. and Best
Buy Canada, and convenience stores. Wireless also offers many of its products
and services through a retail agreement with Rogers Video that had
279 locations across Canada at December&nbsp;31, 2003. Wireless also
offers products and services and customer service on its e-business Web site,
www.rogers.com.
</FONT>
<P align="left"><FONT size="2"><I>Wireless Networks</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Wireless is a facilities-based carrier operating its wireless networks
over a broad, national coverage area with an owned and leased fibre-optic and
microwave transmission infrastructure. The seamless, integrated nature of
Rogers Wireless&#146; networks enables subscribers to make and receive calls and to
activate network features anywhere in the Wireless&#146; coverage area and in the
coverage area of its roaming partners as easily as if they were in their home
area.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In June 2002, Wireless completed the deployment of its digital wireless
GSM/GPRS network overlay in the 1900 megahertz (&#147;MHz&#148;) frequency bands. This coverage
reaches 93% of the Canadian population. During
2003, Wireless also completed the deployment of GSM/GPRS technology operating
in the 850 MHz spectrum across its national footprint, which expanded the
network capacity, enhanced the
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<P align="center"><FONT size="2">27</FONT>
<P align="left"><FONT size="2">quality of the GSM/GPRS network and enabled Wireless to operate seamlessly
between the two frequencies. Wireless&#146; GSM/GPRS network provides high-speed
integrated voice and &#147;always on&#148; packet data transmission service capabilities.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In late 2003, Wireless began trials of Enhanced Data Rates for GSM
Evolution (&#147;EDGE&#148;) technology in the Vancouver, British Columbia market.
Accomplished by the installation of a network software upgrade, EDGE more than
triples the wireless data transmission speeds available on the Rogers Wireless
network. Wireless intends to begin deploying EDGE across its national GSM/GPRS
network during 2004.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Wireless&#146; integrated TDMA and analog network is operationally
seamless in GSM/GPRS and TDMA digital functionality between the 850 MHz and 1900 MHz frequency
bands, and between TDMA digital and analog modes at 850 MHz.
</FONT>
<P align="left"><FONT size="2">WIRELESS STRATEGY OVERVIEW
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Wireless seeks to achieve profitable growth within the Canadian
wireless communications industry. Wireless&#146; strategy is designed to
maximize its operating profit, as previously defined, and return
on investment. The key elements of Rogers Wireless&#146; strategy are as follows:
</FONT>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">focusing on data services that are attractive to youth and small and
medium size businesses to optimize its customer mix;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">delivering on customer expectations by improving handset reliability,
network quality and customer service while reducing subscriber
deactivations, or churn;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">increasing revenue from existing customers by utilizing analytical
tools to target customers likely to purchase optional services such as
voicemail, calling line ID, text messaging and wireless internet;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">enhancing its sales distribution
channels to increase its focus on youth and
business customers;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">maintaining a technologically advanced, high quality and pervasive
network by improving the quality of its GSM/GPRS network and increasing
capacity; and</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">leveraging its relationships with the Rogers group of companies to
provide bundled product and service offerings at attractive prices,
in addition to cross-selling, joint sales distribution and cost reduction initiatives through infrastructure sharing.</FONT></TD>
</TR>
</TABLE>

<P align="left"><FONT size="2">WIRELESS SEASONALITY
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Wireless&#146; operating results are subject to seasonal fluctuations that
materially impact quarter-to-quarter operating results. Accordingly, one
quarter&#146;s operating results are not necessarily indicative of what a subsequent
quarter&#146;s operating results will be. In particular, this seasonality generally
results in relatively lower fourth quarter operating profits due primarily to
increased marketing and promotional expenditures and relatively higher levels
of subscriber additions, resulting in higher subscriber acquisition and
activation-related expenses. Seasonal fluctuation also typically occurs in the
third quarter of each year because higher usage and roaming result in higher
network revenue and operating profit.
</FONT>
<P align="left"><FONT size="2">RECENT WIRELESS INDUSTRY TRENDS
</FONT>

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<P align="center"><FONT size="2">28</FONT>

<P align="left"><FONT size="2"><I>Focus on Customer Retention</I></FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The wireless communications industry&#146;s current market penetration in
Canada is approximately 42% of the population, compared to
approximately 54% in the U.S.
and approximately 87% in the United Kingdom, and Wireless expects the
Canadian wireless industry to grow
by 3 to 4 percentage points each year.
While this will produce growth, the growth is slowing compared to
historical levels. Such slowing growth has been, and will continue, driving
the increased focus on customer satisfaction, the sale to customers of new
data and voice service features and, primarily, customer retention. Due to
legislation in the U.S. and other countries regarding local number portability
and the speculation that this approach will be adopted by Canadian regulators,
customer satisfaction and retention will become even more critical in the
future.
</FONT>
<P align="left"><FONT size="2"><I>Demand for Sophisticated Data Applications and Migration to Next
Generation Wireless Technology</I>
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The ongoing development of wireless data transmission technologies has led
manufacturers to create wireless devices with increasingly advanced
capabilities, including access to e-mail and other corporate information
technology platforms, news, sports, financial information and services,
shopping services, and other functions. Increased demand for sophisticated
wireless services, especially data communications services, has led wireless
providers to migrate towards the next generation of digital voice and data
networks. These networks are intended to provide wireless communications with
wireline quality sound, far higher data transmission speeds and streaming video
capability. These networks are expected to support a variety of data
applications, including high-speed Internet access, multimedia services and
seamless access to corporate information systems, such as e-mail and purchasing
systems. As discussed above, Wireless began trials of EDGE technology in the Vancouver market late in 2003 and intends to begin
deploying EDGE across the remainder of its national GSM/GPRS network during
2004.
</FONT>
<P align="left"><FONT size="2"><I>Development of Additional Technologies</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The development of additional technologies and their use by consumers may
accelerate the widespread adoption of 3G digital voice and data networks. One
such example is WiFi, which allows suitably equipped devices, such as laptop
computers and personal digital assistants, to connect to a wireless access
point. The wireless connection is only effective within a range of
approximately 100 meters and at theoretical speeds of up to 54 megabits per
second. To address these limitations, WiFi access points must be placed
selectively in high-traffic locations where potential customers frequent and
have sufficient time to use the service. Technology companies are currently
developing additional technologies designed to improve WiFi and otherwise
utilize the higher data transmission speeds found in a third
generation (&#147;3G&#148;) network. Future
enhancements to the range of WiFi service, and the networking of WiFi access
points may provide additional opportunities for mobile wireless operators to
deploy hybrid high-mobility 3G and limited-mobility WiFi networks, each
providing capacity and coverage under the appropriate circumstances.
</FONT>
<P align="left"><FONT size="2">WIRELESS REGULATORY DEVELOPMENTS
</FONT>

<P align="left"><FONT size="2"><I>Contribution Funding Mechanism</I></FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In November 2000, the CRTC released a decision that fundamentally altered
the mechanism used by the CRTC to collect &#147;contributions&#148; to subsidize the
provision of basic local wireline telephone service. Previously, the
contribution was levied on a per minute basis on long-distance services. Under
the new contribution regime, which became effective January&nbsp;1, 2001, all
telecommunications service providers, including wireless service providers such
as Wireless, are required to contribute a percentage of their adjusted Canadian
telecommunications service revenues to a fund established to subsidize the
provision of basic local service. The percentage contribution levy was 4.5% in
2001 and 1.3% for 2002. In 2003, an interim rate of 1.3% was set and in
December 2003 the final rate was reduced to 1.1%, retroactive to
</FONT>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<P align="center"><FONT size="2">29</FONT>

<P align="left"><FONT size="2">January&nbsp;1, 2003. The interim rate for 2004 has been set at 1.1% and the
final rate for 2004 will not likely be set until December 2004. The final rate
for 2004 would likely be retroactive to January&nbsp;1, 2004. (Refer to the
&#147;Wireless Risks and Uncertainties &#151; CRTC Revenue-based Contribution Scheme&#148;
section for further information on the CRTC contribution levy.)
</FONT>
<P align="left"><FONT size="2"><I>Spectrum Fee Assessment Revision</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Late in 2002, Industry Canada released a consultation paper proposing a
new methodology for calculating spectrum fee assessments (excluding auction
spectrum). Spectrum fees are currently assessed on a per radio channel basis in
the case of 850 MHz spectrum and a per site basis for 1900 MHz spectrum. The new
regime proposes an annual cost per MHz per population for both frequency
ranges, and, as a result, fees will be based on the amount of spectrum held by
the carrier, regardless of the degree of deployment or the number of sites. The
final rate established by Industry Canada in December 2003 is considerably
lower than the rate initially proposed. The new rates come into effect on April
1, 2004. As a result of the new methodology, there is a nominal increase in
annual spectrum fees for Rogers Wireless that will be phased in over a
seven-year period to 2011.
</FONT>
<P align="left"><FONT size="2"><I>Spectrum Licence Issues</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Late in 2003, Industry Canada released a policy document regarding a
number of spectrum issues, including a discussion on the existing spectrum cap,
spectrum allocations for 3G networks and possible timing of a 3G spectrum
auction. Industry Canada has proposed a possible spectrum auction date of 2005
to 2006 for this spectrum. The FCC is expected to auction similar spectrum in
the 2004 to 2005 period. Wireless expects that Industry Canada will follow the
spectrum allocation of the FCC and will likely proceed with the auction in the
2005 to 2006 timeframe. A final determination on all these matters is not
expected until late 2004.
</FONT>
<P align="left"><FONT size="2"><I>Fixed Wireless Spectrum Auction</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Industry Canada announced its intention to auction one block of 30 MHz
of spectrum in the 2300 MHz band, as well as three blocks of 50 MHz of spectrum
and one block of 25 MHz of spectrum in the 3500 MHz band. The auction
was completed on February&nbsp;16, 2004. There were over 172 geographic licence areas in
Canada for each available block. Successful bidders for the spectrum
had
flexibility in determining the services to be offered and the technologies to
be deployed in the spectrum. Industry Canada expects that the spectrum will
be used for point-to-point or point-to-multi-point broadband services. Rogers
Wireless participated in this spectrum auction and as a result, have
committed to acquire 33 blocks of spectrum in various licence areas
for an aggregate bid price of $5.9&nbsp;million.
</FONT>
<P align="left"><FONT size="2">WIRELESS COMPETITION
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;At the end of 2003, the highly competitive Canadian wireless industry had
approximately 13.4&nbsp;million wireless subscribers. Competition for wireless
subscribers is based on price, scope of services, service coverage, quality of
service, sophistication of wireless technology, breadth of distribution,
selection of equipment, brand and marketing.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In the wireless voice and data market, Wireless competes primarily with
three other wireless service providers, and Wireless may in the future compete
with other companies, including resellers, using existing or emerging wireless technologies such as
WiFi or &#147;hotspots&#148;. Wireless messaging (or one-way paging) also competes with
a number of local and national paging providers.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In 2003, one of Wireless&#146; competitors, Microcell Telecommunications Inc.
(&#147;Microcell&#148;), which operates under the &#147;Fido&#148; brand, restructured its business
and financing pursuant to the Companies&#146; Creditors Arrangement Act (Canada) and
has emerged from court protection with a significantly reduced debt load. This
recapitalization may permit Microcell to compete in the market more vigorously
than it had prior to its restructuring.
</FONT>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>


<P align="center"><FONT size="2">30</FONT>
<P align="left"><FONT size="2">WIRELESS OPERATING AND FINANCIAL RESULTS
</FONT>

<P align="left"><FONT size="2"><I>Year Ended December&nbsp;31, 2003 Compared to Year Ended December&nbsp;31, 2002</I></FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For purposes of this discussion, revenue has been classified according to
the following categories:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">postpaid voice and data, revenues generated principally from </FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><DIV style="margin-left:55px; text-indent:-10px"><FONT size="2">&#149;</FONT></DIV></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">monthly fees,</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><DIV style="margin-left:55px; text-indent:-10px"><FONT size="2">&#149;</FONT></DIV></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">airtime and long-distance charges,</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><DIV style="margin-left:55px; text-indent:-10px"><FONT size="2">&#149;</FONT></DIV></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">optional
service charges,</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><DIV style="margin-left:55px; text-indent:-10px"><FONT size="2">&#149;</FONT></DIV></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">system access fees, and</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><DIV style="margin-left:55px; text-indent:-10px"><FONT size="2">&#149;</FONT></DIV></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">roaming charges;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">prepaid revenues generated
principally from the charges of
airtime, long-distance charges and text messaging;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">one-way messaging revenues generated from monthly fees and usage
charges; and</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">equipment sales revenue generated from the sale of hardware and
accessories to independent dealers, agents and retailers, and directly
to subscribers through direct fulfillment by its customer service
groups, Wireless&#146; website and telesales.</FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Wireless&#146;
operating expenses are segregated into three categories for assessing
business performance:
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">cost of equipment sales;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">sales and marketing expenses which
represent all costs to acquire new subscribers (other than those
related to equipment), such as advertising,
commissions paid to third parties for new activations, remuneration and
benefits to sales and marketing employees as well as direct overheads
related to these activities, and;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">operating, general and administrative expenses, which include all other
expenses incurred to operate the business on a day-to-day basis, including inter-carrier
payments to roaming partners and long-distance carriers and the CRTC
contribution levy. As well, it includes costs to service existing
subscriber relationships including retention costs (other than those
related to equipment).</FONT></TD>
</TR>
</TABLE>
<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
    <TD width="5%">&nbsp;</TD>
    <TD width="57%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="7"><FONT size="1"><B>Years Ended December 31,</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="7"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center" colspan="2"><FONT size="1"><B>(In millions of dollars, except margins)</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2003</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2002</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>% Chg</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center" colspan="2"><FONT size="1"><B>&nbsp;</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Operating revenue</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Postpaid
 (voice and data)<SUP>(1)(2)</SUP></FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">1,911.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">1,628.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">17.4</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Prepaid</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">91.2</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">91.2</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">One-way messaging</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">27.6</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">35.2</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(21.6</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>
<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Network revenue
<SUP>(1)</SUP></FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2,029.9</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,754.5</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">15.7</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Equipment revenue
<SUP>(1)</SUP></FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">177.9</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">137.0</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">29.9</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Total operating revenue</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2,207.8</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,891.5</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">16.7</FONT></TD>
    <TD nowrap><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Operating
 expenses<SUP>(1)</SUP></FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Cost of equipment sales</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">380.8</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">296.8</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">28.3</FONT></TD>
    <TD nowrap><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>

<TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Sales
and marketing expenses</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">362.0</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">328.9</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">10.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Operating, general and administrative
expenses</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">737.4</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">738.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</CENTER>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<P align="center"><FONT size="2">31</FONT>

<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
    <TD width="5%">&nbsp;</TD>
    <TD width="57%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="7"><FONT size="1"><B>Years Ended December 31,</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="7"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center" colspan="2"><FONT size="1"><B>(In millions of dollars, except margins)</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2003</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2002</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>% Chg</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center" colspan="2"><FONT size="1"><B>&nbsp;</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Total operating expenses</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,480.2</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,363.8</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">8.5</FONT></TD>
    <TD nowrap><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">

<TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Operating
profit<SUP>(3)</SUP></FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT>$</TD>
    <TD align="right"><FONT size="2">727.6</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT>$</TD>
    <TD align="right"><FONT size="2">527.7</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">37.9</FONT></TD>
    <TD><FONT size="2">%</FONT></TD>
</TR>

<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Additions to property,
 plant and equipment
expenditures</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">411.9</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">564.6</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">(27.0</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Operating profit margin as % of network
revenue<SUP>(3)(4)</SUP></FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">35.8</FONT></TD>
    <TD nowrap><FONT size="2">%</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">30.1</FONT></TD>
    <TD nowrap><FONT size="2">%</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">(1)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">As reclassified. See the
&#147;Recent Accounting Developments - Revenue Recognition&#148;
section.
</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">(2)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">The prior period presentation of revenue categories has been reclassified
to conform to the current presentation. See the discussion under the
&#147;Subscriber Counts&#148; section in Key Performance Indicators.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">(3)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">As defined in &#147;Key
Performance Indicators &#150; Operating Profit and
Operating Profit Margin&#148;.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">(4)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">Operating profit margin as a percentage of network revenue is a key
performance indicator for the reasons indicated in the &#147;Key Performance
Indicators &#150; Operating Profit and Operating Profit Margin&#148; section and is
calculated as follows:</FONT></TD>
</TR>
</TABLE>
<DIV align="center">
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
    <TD width="55%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="9%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="10%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="9%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="10%">&nbsp;</TD>
</TR>
<TR  valign="bottom">
    <TD nowrap align="left"><FONT size="1"><B>($ millions)</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2003</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2002</B></FONT></TD>
</TR>
<TR  valign="bottom">
    <TD nowrap align="left"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Network revenue</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">2,029.9</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">1,754.5</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Operating profit</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">727.6</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">527.7</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</DIV>

<DIV align="center">
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
    <TD width="55%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="19%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="20%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="2">Operating profit margin &#150; 2003</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="3" align="center"><FONT size="2">$727.6 divided by
$2,029.9 = 35.8%</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">Operating profit margin &#150; 2002</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="3" align="center"><FONT size="2">$527.7 divided by
$1,754.5 = 30.1%</FONT></TD>
</TR>
</TABLE>
</DIV>



<P align="left"><FONT size="2"><I>Wireless Operating Highlights and Significant Developments of 2003</I>
</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Network revenue increased 15.7% and operating profit increased 37.9%
compared to 2002. Operating profit margin based on network revenue rose
by 570 basis points year-over-year to 35.8%.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">2003 PP&#038;E expenditures decreased by $152.7&nbsp;million, or 27.0%, over
2002 due to the substantial completion of the initial roll-out of the
nationwide GSM/GPRS network in 2002.</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Postpaid voice and data ARPU
increased year-over-year by $1.47, or
2.6%, to $55.78, reflecting the continued activation and retention of
higher valued customers, increased penetration of enhanced services and
the continued growth of wireless data and roaming revenues.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Postpaid voice and data subscriber net additions of 400,200 were
higher by 19.3% versus the 335,400 net additions in 2002, reflecting
both higher levels of gross activations and reduced churn levels.
Average monthly postpaid churn for the year declined to 1.88% from 1.98%
in the previous year.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Revenues from wireless data
services, which grew 124.8%
year-over-year to $67.9&nbsp;million from $30.2&nbsp;million in the prior year,
represented approximately 3.3% of network revenue compared to 1.7% in
2002.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Wireless completed its deployment of GSM/GPRS technology operating in
the 850 MHz spectrum range across its national footprint, expanding the
capacity and also enhancing the quality of the GSM/GPRS network. Rogers
Wireless also began trials of EDGE technology in the Vancouver market at
the end of 2003 which, accomplished by the installation of a network
software upgrade, more than triples the wireless data transmission
speeds available on its network.</FONT></TD>
</TR>
</TABLE>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>


<P align="center"><FONT size="2">32</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">On March&nbsp;8, 2004, Wireless will begin transitioning its branding to
Rogers Wireless from Rogers AT&#038;T Wireless, bringing greater clarity to
the Rogers brand in Canada. As a result, Wireless recorded a one-time,
non-cash charge in 2003 of approximately $20.0&nbsp;million to reflect the
accelerated amortization of the associated brand licence costs.</FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2"><I>Wireless Network Revenue and Subscribers</I>
</FONT>

<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
    <TD width="5%">&nbsp;</TD>
    <TD width="47%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="7"><FONT size="1"><B>Years Ended December 31,</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="7"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center" colspan="2"><FONT size="1"><B>(Subscriber statistics in thousands, except ARPU, churn and usage)</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2003</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2002</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Chg</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>% Chg</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center" colspan="2"><FONT size="1"><B>&nbsp;</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Postpaid (Voice and Data)<SUP>(1)</SUP></FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Gross additions</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,021.5</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">910.7</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">110.8</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">12.2</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Net additions</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">400.2</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">335.4</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">64.8</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">19.3</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Total subscribers</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">3,029.6</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2,629.3</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">400.3</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">15.2</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>

<TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">ARPU
($)<SUP>(3)</SUP><SUP>(4)</SUP></FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">57.25</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">55.78</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1.47</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2.6</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Average monthly usage (minutes)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">361</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">324</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">37</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">11.4</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Churn (%)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1.88</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1.98</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(0.10</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(5.1</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Prepaid</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Gross additions</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">257.4</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">243.3</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">14.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">5.8</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Net additions (losses)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2.0</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">44.2</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(42.2</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(95.5</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Adjustment to subscriber base<SUP>(2)</SUP></FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(20.9</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(20.9</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Total subscribers<SUP>(2)</SUP></FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">759.8</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">778.7</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(18.9</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(2.4</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">ARPU ($)<SUP>(3)</SUP></FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">10.08</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">10.17</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(0.09</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(0.9</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Churn (%)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2.82</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2.23</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">0.59</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">26.5</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">
Total - Postpaid and Prepaid</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Gross additions</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,278.9</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,154.0</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">124.9</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">10.8</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Net additions</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">402.2</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">379.6</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">22.6</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">6.0</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Adjustment to subscriber base<SUP>(2)</SUP></FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(20.9</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(20.9</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Total subscribers<SUP>(2)</SUP></FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">3,789.4</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">3,408.0</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">381.4</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">11.2</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>

<TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">ARPU
(blended)($)<SUP>(3)</SUP><SUP>(4)</SUP></FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">47.19</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">45.07</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2.12</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">4.7</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">One-Way Messaging</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Gross additions</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">42.5</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">61.0</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(18.5</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(30.3</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Net additions</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(61.1</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(68.3</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">7.2</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(10.5</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Total subscribers</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">241.3</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">302.3</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(61.0</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(20.2</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>

<TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">ARPU
($)<SUP>(3)</SUP></FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">8.40</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">8.79</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(0.39</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(4.4</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Churn (%)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">3.13</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">3.20</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(0.07</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(2.2</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">(1)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">The 2002 presentation of subscribers and revenue has been reclassified to
conform to the current presentation as discussed in &#147;Key Performance
Indicators&#151;Subscriber Counts&#148; above.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">(2)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">Wireless&#146; policy is to treat prepaid subscribers with no usage for a six
month period as a reduction of the prepaid subscriber base. As part of a
review of prepaid subscriber usage in the second quarter of 2003, Wireless
determined that a number of subscribers, totaling 20,900, which only had
non-revenue usage (i.e. calls to customer service) over the past several
quarters, were being included in the prepaid subscriber base. Wireless
determined that these subscribers should not have been included in the
prepaid subscriber base and, as such, made an adjustment to the opening
prepaid subscriber base. Wireless has amended its policy to reflect all
prepaid subscribers with no revenue-generating usage in a six month period
as deactivations.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">(3)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">See &#147;Key Performance
Indicators &#151; Average Revenue Per Subscriber&#148; section.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">(4)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">As reclassified - See the
&#147;Recent Accounting Developments Revenue Recognition
&#148; section.</FONT></TD>
</TR>


</TABLE>
<P align="left"><FONT size="2"><I>Wireless Network Revenue</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Wireless
network revenue in 2003, which accounted for 91.9% of Wireless&#146;
total revenue, was $2,029.9&nbsp;million, an increase of 15.7% from 2002. This
revenue growth reflects the 11.2% increase in the
</FONT>

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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>


<P align="center"><FONT size="2">33</FONT>
<P align="left"><FONT size="2">number of wireless voice and data
subscribers over fiscal 2002 and a 4.7%
year-over-year increase in blended postpaid and prepaid ARPU.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Postpaid voice and data subscriber additions in 2003 represented 79.9% of
total gross activations and close to 100% of total net additions. Wireless
continued its strategy of targeting higher value postpaid subscribers and
selling its prepaid handsets at higher price points which contributed
significantly to the mix of postpaid versus prepaid subscribers.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The 2.6% increase in average monthly revenue per postpaid voice and data
subscriber compared to the previous year reflected the continued activation and
retention of higher valued customers, increased penetration of enhanced
services, and the continued growth of wireless data and roaming revenues. The
growth in data revenues from $30.2&nbsp;million to $67.9&nbsp;million represented
approximately 68.5% of the 2.6% ARPU increase. Prepaid ARPU remained
relatively flat on a year-over-year basis.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The continuing trend to lower postpaid voice and data subscriber churn, as
reflected in the 1.88% rate in 2003 versus 1.98% in 2002, is directly related
to both Wireless&#146; strategy of acquiring higher value, more stable customers on
longer term contracts and an enhanced focus on customer retention. Wireless&#146;
focus on customer retention aims to ensure that customers receive responsive,
quality service at every point of contact with Wireless. Wireless attributes
the increase in prepaid churn to 2.82% in the current year to the impact of
competitive prepaid offers.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;One-way messaging (or &#147;paging&#148;) subscriber churn has remained relatively
stable on a year over year basis declining to 3.13% in 2003 from 3.20% in the
previous year. With 241,300 paging subscribers, Wireless continues to view
paging as a profitable but mature business segment and recognizes that churn
will likely continue at relatively high rates as one-way messaging subscribers
increasingly migrate to two-way messaging and converged voice and data
services.
</FONT>
<P align="left"><FONT size="2"><I>Wireless Equipment Sales Revenue</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In 2003, revenue from wireless voice, data and messaging equipment sales
was $177.9&nbsp;million, up $40.9&nbsp;million, or 29.9% from the prior year. The
increase in equipment revenues reflects both the higher cost of more
sophisticated handsets and devices and the significantly higher volume of
postpaid voice and data customer gross additions. However, this increase in
sales does not materially affect Wireless&#146; operating profit as Wireless
generally sells equipment to distribution at a price approximating cost to
facilitate competitive pricing at the retail level.
</FONT>
<P align="left"><FONT size="2"><I>Wireless Operating Expenses</I>
</FONT>

<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
    <TD width="3%">&nbsp;</TD>
    <TD width="65%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="7"><FONT size="1"><B>Years Ended December 31,</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="7"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center" colspan="2"><FONT size="1"><B>(In millions of dollars, except per subscriber statistics)</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2003</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2002</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>% Chg</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center" colspan="2"><FONT size="1"><B>&nbsp;</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">

<TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Operating
expenses <SUP>(1)(2)(3)</SUP></FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Cost of equipment sales</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">380.8</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">296.8</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">28.3</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>

<TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Sales and marketing <SUP>(4)</SUP></FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">362.0</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">328.9</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">10.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Operating, general and administrative expenses</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">737.4</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">738.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Total operating expenses</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">1,480.2</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">1,363.8</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">8.5</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Average monthly operating expense per
subscriber before sales, marketing and equipment margin <SUP>(1)(3)(4)</SUP></FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">17.62</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">18.55</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(5.0</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Sales and marketing expenses per gross
subscriber addition (including equipment margin) <SUP>(1)(2)</SUP></FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">376</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">366</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2.7</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</CENTER>

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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>



<P align="center"><FONT size="2">34</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">(1)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">As reclassified. See the
&#147;Recent Accounting Developments - Revenue Recognition
&#148; section.</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">(2)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">The 2002 presentation has been reclassified to conform to the current
presentation. Customer retention costs are included in operating,
general and administrative costs.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">(3)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">Operating expenses for the year ended December 2002 exclude the benefit
of the change in the estimate of sales tax and CRTC contribution
liabilities items of $12.3&nbsp;million.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">(4)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">Sales and marketing expenses exclude margin on equipment sales.</FONT></TD>
</TR>
</TABLE>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Total
operating expenses were $1,480.2&nbsp;million, up 8.5% from $1,363.8
million in 2002. Cost of equipment sales increased by approximately
$84.0
million as a result of increased equipment revenues. These costs do not
materially affect Wireless&#146; operating profit as Wireless generally sells
equipment to distributors at a price approximating cost to facilitate
competitive pricing at the retail level.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Operating,
general and administrative expenses decreased by $0.7&nbsp;million
 in 2003 over 2002. The slight decrease increase is attributable to  savings related to more favourable roaming arrangements and
operating efficiencies across various functions offset by increase
customer care  and retention spending. Retention spending includes
spending on retention programs, excluding equipment upgrades, costs
associated with Wireless&#146; customer loyalty and renewal programs and payments to
Wireless&#146; distributors for ongoing service of Wireless&#146; existing customers.
Wireless is continually focused on operating efficiencies and cost reduction
programs which in turn have served to offset the impact of the growth in the
subscriber base, allowing operating profit margins to expand.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Average monthly operating expense per subscriber, excluding sales and
marketing expenses and equipment cost of sales, decreased $0.93, or
5.0%, to
$17.62 in 2003, compared to $18.55 in 2002. This year-over-year reduction
reflects scale economies from the larger subscriber base, roaming cost
reductions, and improved efficiencies in call centre and network maintenance
operations offset by increased costs related to customer retention.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;At December&nbsp;31, 2003, Wireless, as a result of its sales and retention
strategies, had approximately 67% of its postpaid wireless voice and data
subscriber base under contracts with an initial term of greater than 12&nbsp;months,
up from 61% at December&nbsp;31, 2002.
</FONT>
<P align="left"><FONT size="2"><I>Wireless Sales and Marketing Expenses</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The 10.1% year-over-year increase in total sales and marketing expenses
was due to higher variable acquisition costs associated with the 12.2%
year-over-year increase in the number of postpaid voice and data gross
additions. In addition, variable sales and marketing expenses increased in line
with Wireless&#146; strategy to attract higher value business customers and
customers on longer term contracts. Wireless also invested more in advertising
and promotion on a year-over-year basis as it emphasized the value proposition
related to data and other product offerings. Sales and marketing costs per
wireless subscriber gross addition were $376, an increase of $10 or
2.7%, from
$366 in 2002 attributable to increases in equipment subsidies
required to match competitive offers.
</FONT>
<P align="left"><FONT size="2"><I>Wireless Operating Profit</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Revenue increased at a faster rate than expenses, resulting in operating
profit growth of $199.9&nbsp;million, or 37.9%, to $727.6&nbsp;million in 2003 from
$527.7&nbsp;million in 2002. Operating profit as a percentage of network revenue, or
operating profit margin, improved in 2003 to 35.8% from 30.1% in 2002.
</FONT>

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<P align="center"><FONT size="2">35</FONT>

<P align="left"><FONT size="2"><I>Wireless Additions to PP&#038;E </I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Additions to PP&#038;E totaled $411.9&nbsp;million in 2003, a decrease of $152.7
million, or 27.0%, from $564.6&nbsp;million in 2002. Network related additions to PP&#038;E
of $338.2&nbsp;million included $251.3&nbsp;million for capacity expansion of the
GSM/GPRS network and transmission infrastructure and $66.1&nbsp;million for expanded
coverage as well as construction of new sites for improved coverage in existing
service areas. Wireless has continued to construct the infrastructure
necessary for enhanced digital coverage and lower cost incremental capacity by
adding channels on existing sites. The cost to complete the deployment of
GSM/GPRS equipment in the 850 MHz frequency band that was initiated during the
fourth quarter of 2002 and completed in late 2003 is included in the network
capacity expansion costs above. The remaining balance of $20.8&nbsp;million in
network additions to PP&#038;E related primarily to technical upgrade projects, the
operational support systems, and the addition of new services. Other additions to PP&#038;E
consisted of $51.1&nbsp;million for information technology initiatives,
$8.7&nbsp;million for the completion of the expansion of Wireless&#146; headquarter&#146;s
facilities, and $13.9&nbsp;million for call centres and other facilities and
equipment.
</FONT>

<P align="left"><FONT size="2"><I>Wireless Employees</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Remuneration
represents a material portion of Wireless&#146; expenses. Wireless ended 2003 with approximately 2,360 full-time equivalent
employees, an increase of 40 from 2,320 at December&nbsp;31, 2002. The increase in
staff was primarily concentrated in the areas of sales and marketing as
Wireless focused its subscriber acquisition programs and service and retention
efforts on customer segments that would yield greater value to Wireless.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Total remuneration paid to Wireless employees (both full and part-time) in
2003 was approximately $164.2 million, an increase of
$5.3&nbsp;million or 3.3%
from $158.9 million in the prior year.
</FONT>

<P align="left"><FONT size="2">WIRELESS RISKS AND UNCERTAINTIES
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Wireless&#146; business is subject to several operating risks and uncertainties
that could result in a material adverse effect on its business and financial
results as outlined below.
</FONT>
<P align="left"><FONT size="2"><I>Risk of Insufficient Future Demand for Advanced Services</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;It is expected that a substantial portion of future revenue growth will be
achieved from new and advanced wireless voice and data transmission services.
Accordingly and as discussed above, Wireless has invested and continues to
invest significant capital resources in the development of its GSM/GPRS network
in order to offer these services, and also intends to invest in capital
resources in the deployment of EDGE technology across its GSM/GPRS network.
However, consumers may not provide sufficient demand for these advanced
wireless services. Alternatively, Rogers Wireless may fail to anticipate
demand for certain products and services, or may not be able to offer or market
these new products and services successfully to subscribers. Rogers Wireless&#146;
failure to attract subscribers to new products and services, or failure to keep
pace with changing consumer preferences for wireless services, would slow
revenue growth and have a material adverse effect on Wireless&#146; business and
financial condition.
</FONT>
<P align="left"><FONT size="2"><I>Potential Competitiveness or Compatibility of EDGE technology</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The deployment by Rogers Wireless of EDGE technology may not be
competitive or compatible with other technologies. While Rogers Wireless and
AWE have selected this technology as an evolutionary step from their current to
future networks, there are other competing technologies that are being
developed and implemented by the wireless industry. None of the competing
technologies are directly compatible with each other. If the next generation
technology that gains the most widespread acceptance is not compatible with
Rogers Wireless&#146; networks, competing services based on such alternative
technology may be preferable to subscribers.
</FONT>
<P align="left"><FONT size="2"><I>Potential Impact of Change in Foreign Ownership Legislation</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Wireless could face increased competition if, as discussed in &#147;Overview of
Government Regulation and Regulatory Developments&#148; above, there is a removal or
relaxation of the limits on foreign ownership and control of wireless licences.
Legislative action to remove or relax these limits could result in foreign
telecommunication companies entering the Canadian wireless communications
market, through the acquisition of either wireless licences or of a holder of
wireless licences. Such companies could have significantly greater capital
resources than Wireless. Wireless supports removal of the limits on foreign
</FONT>

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<P align="center"><FONT size="2">36</FONT>
<P align="left"><FONT size="2">ownership and control and believes that removal would give Wireless
greater access to lower cost capital.
</FONT>
<P align="left"><FONT size="2"><I>Potential Effect of Wireless Industry Pricing</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Aggressive pricing by industry participants in previous years caused
significant reductions in Canadian wireless communications pricing. Rogers
Wireless believes that competitive pricing is a factor in causing churn. It
cannot predict the extent of further price competition and customer churn into
the future, but it anticipates some ongoing re-pricing of its existing
subscriber base, as lower pricing offered to attract new customers is extended
to or requested by existing customers. In addition, as wireless penetration of
the population deepens, new wireless customers may generate lower average
monthly revenues than Rogers Wireless&#146; existing customers, which could slow
revenue growth.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Wireless cannot anticipate what, if any, impact new wireless
communications services or lower prices could have on overall market growth. It
intends to compete vigorously for all customer segments, focusing on the
business, consumer and youth segments, and in all Canadian geographic markets
based on the strengths of its extensive networks and broad digital services
coverage, strong brands and wide distribution presence.
</FONT>
<P align="left"><FONT size="2"><I>CRTC Revenue-Based Contribution Scheme</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Commencing January&nbsp;1, 2001, Rogers Wireless was required to make payments
equal to an annual percentage of adjusted revenues in accordance with the new
revenue-based contribution scheme. The percentage of adjusted revenues payable
is revised annually by the CRTC. The CRTC has announced a contribution levy of
1.1% as both the final rate for 2003 and the interim rate for 2004. While the
rate has been reduced modestly over each of the last two years, Wireless cannot
anticipate the final rate for 2004 or the rates for future years. An increase
in the rate would have a negative impact on operating profits.
</FONT>
<P align="left"><FONT size="2"><I>3G Spectrum Allocation</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As discussed in &#147;Overview of Government Regulation and Regulatory
Developments&#148; above, Industry Canada has released a proposed policy regarding
3G spectrum allocation and a proposed timeframe for a 3G spectrum auction in
the 2005 to 2006 timeframe. The spectrum frequency range for 3G has not been
fully resolved but will likely bear a close resemblance to the U.S. allocation.
Should the cost of acquiring such spectrum in the proposed auction be greater
than currently anticipated by Wireless, this could create a significant capital
funding requirement for Wireless.
</FONT>
<P align="left"><FONT size="2"><I>Capital Resource Requirement</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The operation of Wireless&#146; wireless communications network, the marketing
and distribution of its products and services, and the continued evolution of
network technology will continue to require significant capital resources.
Wireless may not generate or have access to sufficient capital to fund these
expected future requirements.
</FONT>
<P align="left"><FONT size="2"><I>Alleged Links Between Radio Frequency Emissions and Health Concerns</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Occasional media and other reports have highlighted alleged links between
radio frequency emissions from wireless handsets and various health concerns,
including cancer, and interference with various medical devices, including
hearing aids and pacemakers. While there are no definitive reports or studies
stating that radio frequency emissions are directly attributable to such health
issues, concerns over radio frequency emissions may discourage the use of
wireless handsets or expose Wireless to potential litigation. It is also
possible that future regulatory actions may result in the imposition of more
restrictive standards on radio frequency emissions from low powered devices
such as wireless handsets. Wireless is unable to predict the nature or extent
of any such potential restrictions.
</FONT>

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<P align="center"><FONT size="2">37</FONT>


<P align="left"><FONT size="2"><I>Legislation on Wireless Handset Usage While Driving</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Certain provincial government bodies are considering legislation to
restrict or prohibit wireless handset usage while driving. Legislation banning
the use of hand-held phones, but permitting the use of hands-free devices, was
passed in Newfoundland in late 2002, with implementation in April 2003.
Legislation has been proposed in other jurisdictions to restrict or prohibit
the use of wireless handsets while driving motor vehicles. Some studies have
indicated that certain aspects of using wireless handsets while driving may
impair the attention of drivers in various circumstances, making accidents more
likely. If laws are passed prohibiting or restricting the use of wireless
handsets while driving, it could have the effect of reducing subscriber usage.
Additionally, concerns over the use of wireless handsets while driving could
potentially lead to litigation relating to accidents, deaths or bodily
injuries.
</FONT>
<P align="left"><FONT size="2"><I>Dependence on Infrastructure and Handset Vendors</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Wireless has relationships with a small number of key network
infrastructure and handset vendors. Wireless does not have operational or
financial control over its key suppliers and has limited influence over how
they conduct their businesses. Failure of one of Wireless&#146; network
infrastructure suppliers could delay programs to provide additional network
capacity or new capabilities and services across the business. Although
Wireless has not been materially affected by supply problems in the past,
handsets and network infrastructure suppliers may, among other things, extend
delivery times, raise prices and limit supply due to their own shortages and
business requirements. If these suppliers fail to deliver products and
services on a timely basis, or fail to develop and deliver handsets that
satisfy Wireless&#146; customers&#146; demands, it may have a negative impact on
Wireless&#146; business, financial condition and results of operations. Similarly,
interruptions in the supply of equipment for Wireless&#146; networks could impact
the quality of its service or impede network development and expansion.
</FONT>
<P align="left"><FONT size="2"><I>Disaster Recovery</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Rogers Wireless uses industry standard network and information technology
security, survivability and disaster recovery practices. Security breaches and
disasters may occur that are beyond the scope of Rogers Wireless&#146; ability to
recover without significant service interruption and commensurate revenue and
customer loss.
</FONT>
<P align="left"><FONT size="2"><I>Wireless Local Number Portability</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Over the past several years, certain countries in Europe and Asia have
implemented wireless local number portability (&#147;LNP&#148;). In November 2003, as
mandated by the Federal government, the U.S. wireless industry began the
implementation of wireless LNP. Wireless LNP involves porting wireless phone
numbers to other wireless companies, but can also involve porting phone numbers
between wireline and wireless companies. The implementation of wireless LNP
systems and capabilities represents significant costs for the carriers in a
country to deploy. There has been no regulatory mandate for the implementation
of wireless LNP in Canada. However, if wireless LNP were to be required, this
would require carriers, including Wireless, to incur implementation costs which
could be significant and once implemented could cause an increase in churn
among Canadian wireless carriers, including Rogers Wireless.
</FONT>
<P align="left"><FONT size="2"><I>AWE Investment in Wireless</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;At December&nbsp;31, 2003, Wireless was 34.2% owned by AWE. AWE has recently
reported that it is exploring its strategic alternatives, including a possible
sale of its interest in Wireless. Any decision by AWE or a successor company to sell all or a
portion of its shares in Wireless is subject to the terms of a shareholders
agreement, as described above in the &#147;Intercompany and Related Party
Transactions &#150; AT&#038;T Arrangements - Shareholders Agreement&#148; section. Wireless
does not know AWE&#146;s intentions with respect to its investment in Rogers
Wireless. Any change in the AWE relationship could result in changes to,
including termination of, the mobile wireless marketing, technology and
services agreement
</FONT>

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<P align="center"><FONT size="2">38</FONT>
<P align="left"><FONT size="2">or roaming agreement, as described in &#147;Intercompany and Related Party
Transactions &#150; AT&#038;T Arrangements&#148;.
</FONT>
<P align="left"><FONT size="2"><I>Regulatory Risks</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As discussed in &#147;Overview of Government Regulation and Regulating
Developments&#148; above, Wireless&#146; operations are subject to government regulation
that could have adverse effects on its business.
</FONT>
<P align="left"><FONT size="2"><I>Information Technology Systems</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The day-to-day operation of Wireless&#146; business is highly dependent on
information technology systems. An inability to enhance its information
technology systems to accommodate additional customer growth and support new
products and services could have an adverse impact on its ability to acquire
new subscribers, manage subscriber churn, produce accurate and timely
subscriber bills, generate revenue growth and manage operating expenses, all of
which could adversely impact Wireless&#146; financial results and financial
position.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, Wireless uses standard network and information technology
security, survivability and disaster recovery practices. Approximately 1,400
of Wireless&#146; employees and critical elements of Wireless&#146; network
infrastructure and information technology systems are located at the Rogers
corporate office in Toronto. In the event that the Company cannot access these
facilities, as a result of a natural or manmade disaster or otherwise, its
operations and financial results could be adversely impacted.
</FONT>

<P align="left"><FONT size="2"><B>Rogers Media</B>
</FONT>

<P align="left"><FONT size="2">MEDIA OVERVIEW</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Rogers Media holds Rogers&#146; radio and television broadcasting operations,
its consumer and trade publishing operations and its televised home shopping
service. The Broadcasting group (&#147;Broadcasting&#148;) comprises 43 radio stations
across Canada (32 FM and 11 AM radio stations), two multicultural television
stations in Ontario (OMNI.1 and OMNI.2), an 80% interest in a sports specialty
service licenced to provide regional sports programming across Canada (&#147;Rogers
Sportsnet&#148;), and Canada&#146;s only nationally televised shopping service (&#147;The
Shopping Channel&#148;). Broadcasting holds minority interests in several Canadian
specialty television services, including Viewers Choice Canada, Outdoor Life
Network (&#147;OLN&#148;), TechTV Canada, The Biography Channel Canada, MSNBC Canada and
certain other minority interest investments. The Publishing group
(&#147;Publishing&#148;) produces approximately 70 consumer magazines and trade and
professional publications and directories. In addition to its more traditional
broadcast and print media platforms, the Media group also delivers content over
the Internet relating to many of its individual broadcasting and publishing
properties.
</FONT>
<P align="left"><FONT size="2">MEDIA STRATEGY OVERVIEW
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Media seeks to maximize revenues, operating profit and return on invested
capital across each of its businesses. Media&#146;s strategies to achieve this
objective include:
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">focusing on specialized content and audiences through continued
development of its portfolio of specialty channel investments, radio
properties and publications;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">continuing to leverage its strong brand names to increase advertising
and subscription revenues, assisted by the cross-promotion of its
properties both across its media formats and in association with of the
&#147;Rogers&#148; brand; and</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">focusing on growth and continuing to cross-sell advertising and share
content across its properties and over its multiple media platforms.</FONT></TD>
</TR>
</TABLE>

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<P align="center"><FONT size="2">39</FONT>



<P align="left"><FONT size="2">MEDIA SEASONALITY
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Media&#146;s operating results are subject to seasonal fluctuations that
materially impact quarter-to-quarter operating results. As a result, one
quarter&#146;s operating results are not necessarily indicative of what a subsequent
quarter&#146;s operating results will be. The fourth quarter is generally the
strongest quarter due to increased consumer activity and subscriber
activations, as well as greater seasonal advertising activity. Media
seasonality is a result of fluctuations in advertising and related retail
cycles as they relate to periods of increased consumer activity.
</FONT>
<P align="left"><FONT size="2">RECENT MEDIA INDUSTRY TRENDS
</FONT>

<P align="left"><FONT size="2"><I>Increased Radio/TV Ownership Fragmentation</I></FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In recent years, Canadian radio and television broadcasters have had to
operate in increasingly fragmented markets. Canadian consumers have a growing
number of radio and television services available to them, providing them with
an increasing number of different programming formats. In the radio industry,
since the introduction of its Commercial Radio Policy in 1998, the CRTC has
licenced 48 new radio stations through competitive processes in markets across
Canada. In that time, the CRTC also has licenced a large number of additional
new FM stations through AM to FM station conversions or other non-competitive
processes for stations in smaller or unserved markets. In the television
industry, the CRTC has licenced a number of new, over-the-air television
stations and a significant number of new digital Category 1 and Category 2
services. The new services and the new formats combine to fragment the market
for existing radio and television operators.
</FONT>
<P align="left"><FONT size="2">MEDIA REGULATORY DEVELOPMENTS
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The CRTC has announced that a further review of the Commercial Radio
Policy will not occur until 2005. In the interim, the CRTC will review
satellite radio issues, including the establishment of a satellite radio policy
and licensing framework in response to a filing for satellite radio
applications in Canada.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The CRTC has reviewed its exemption order regarding Teleshopping
Programming Undertakings such as The Shopping Channel, and has left the order
substantially unchanged, including Canadian ownership requirements applicable
to all other licenced services.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The CRTC has released its digital television policy, covering issues such
as priority carriage and simultaneous substitution. Media believes that the
CRTC policy provides an effective framework for continued growth and
development of digital television broadcasting in Canada.
</FONT>
<P align="left"><FONT size="2">MEDIA COMPETITION
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Broadcasting&#146;s radio stations compete with the other stations in their
respective market areas as well as with other media such as newspapers,
television, outdoor advertising, direct mail marketing and the Internet.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Competition within the radio broadcasting industry occurs primarily in
individual market areas, amongst individual market stations. On a national
level, Broadcasting competes generally with other larger radio operators such
as Corus Entertainment Inc., Standard Radio Inc. and CHUM Limited, each of
which owns and operates radio station clusters in markets across Canada.
Additionally, over the past several years the CRTC has granted additional
licences in various markets for the development of new radio stations which in
turn provide additional competition to the established stations in the
respective markets.
</FONT>

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<P align="center"><FONT size="2">40</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;OMNI.1 and OMNI.2 compete principally for viewers and advertisers with
television stations that broadcast in Ontario, primarily in the Toronto and
southern Ontario markets. These include Canadian television stations in the
Greater Toronto area as well as U.S. border stations.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Rogers Sportsnet competes for viewers principally with The Sports Network
(&#147;TSN&#148;), Headline Sports and sports programs carried by other Canadian and U.S.
television stations and networks.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On a product level, The Shopping Channel competes with various retail
stores, catalog retailers, Internet retailers and direct mail retailers. On a
broadcasting level, The Shopping Channel competes with other television
channels for viewer attention and loyalty, particularly infomercials selling
products on television.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Canadian magazine industry is highly-competitive, competing for both
readers and advertisers. This competition comes from other Canadian magazines
and from foreign, mostly American, titles that sell in significant quantities
in Canada. In the past, the competition from foreign titles has been
restricted to competition for readers as there have been restrictions on
foreigners operating in the Canadian magazine advertising market. These
restrictions were significantly reduced as a result of the enactment in 1999 of
the Foreign Publishers Advertising Act (Canada) and amendments to the Canadian
Tax Act. Increasing competition from American magazines for advertising
revenues is expected in the coming years.
</FONT>
<P align="left"><FONT size="2">MEDIA OPERATING AND FINANCIAL RESULTS
</FONT>

<P align="left"><FONT size="2"><I>Year Ended December&nbsp;31, 2003 Compared to Year Ended December&nbsp;31, 2002</I></FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For discussion purposes, Media&#146;s financial results have been divided into
&#147;Publishing&#148;, &#147;Radio&#148;, &#147;Television&#148;, &#147;The Shopping Channel&#148;, and &#147;Other&#148;, which
includes corporate expenses. Publishing includes Media&#146;s consumer and business
publications, as well as its database and medical trade show businesses. Radio
includes 43 AM and FM radio stations, TV listings and its 50% share in Canadian
Broadcast Sales (&#147;CBS&#148;). Television includes the results of its two OMNI TV
channels and the Company&#146;s 80% interest in Rogers Sportsnet. The Shopping
Channel is Media&#146;s televised home-shopping service.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Media&#146;s revenues consist of:
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">advertising revenues,</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">circulation and subscription revenues and</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">retail product sales.</FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Media&#146;s operating expenses consist of:
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">cost of sales which is composed of the cost of retail product at The Shopping Channel,</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">sales and marketing expenses and</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">operating, general and administrative expenses which include
programming costs, production expenses, circulation expenses and other
back-office type support functions.</FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2"><I>Summarized Media Financial Results</I>
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<P align="center"><FONT size="2">41</FONT>

<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
    <TD width="3%">&nbsp;</TD>
    <TD width="70%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="7"><FONT size="1"><B>Years Ended December 31,</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="7"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center" colspan="2"><FONT size="1"><B>(In millions of dollars, except margins)</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2003</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2002</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>% Chg.</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center" colspan="2"><FONT size="1"><B>&nbsp;</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Operating revenue</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Publishing</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">289.9</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">291.6</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(0.6</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Radio</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">177.2</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">166.2</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">6.6</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Television</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">178.0</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">151.3</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">17.6</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">The Shopping Channel</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">210.5</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">202.2</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">4.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Corporate items, eliminations and other</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(0.6</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(0.5</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">20.0</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Total operating revenue</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">855.0</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">810.8</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">5.5</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Operating expenses</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Cost of sales</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">131.5</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">127.6</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">3.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Sales and marketing</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">175.7</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">176.6</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(0.5</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Operating, general and administrative</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">441.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">419.0</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">5.3</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Total operating expenses</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">748.3</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">723.2</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">3.5</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Operating profit<SUP>(1)</SUP></FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Publishing</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">29.4</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">27.7</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">6.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Radio</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">38.7</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">42.0</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(7.9</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Television</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">27.7</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">7.7</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">The Shopping Channel</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">19.2</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">18.4</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">4.4</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Corporate items, eliminations and other</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(8.3</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(8.2</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(0.1</FONT></TD>
    <TD><FONT size="2">)</FONT></TD>
</TR>
<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Total operating profit</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">106.7</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">87.6</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">21.8</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Operating profit as a percentage of revenue<SUP>(1)</SUP></FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Publishing</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">10.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">9.5</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">6.3</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Radio</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">21.8</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">25.3</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(13.8</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Television</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">15.6</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">5.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">The Shopping Channel</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">9.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">9.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Total operating profit as a percentage of revenue <SUP>(1)</SUP></FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">12.5</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">10.8</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">15.7</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">

<TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Additions
to Property, plant and equipment</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">41.3</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">42.7</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(3.3</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">(1)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">Operating profit margin as a percentage of network revenue is a key
performance indicator for the reasons indicated in the &#147;Key Performance
Indicators &#150; Operating Profit and Operating Profit Margin&#148; section and is
calculated as follows:</FONT></TD>
</TR>
</TABLE>

<P align="left"><FONT size="2">Publishing operating profit margin:
</FONT>

<DIV align="center">
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
    <TD width="55%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="9%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="10%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="9%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="10%">&nbsp;</TD>
</TR>
<TR  valign="bottom">
    <TD nowrap align="left"><FONT size="1"><B>($&nbsp;millions)</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2003</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2002</B></FONT></TD>
</TR>
<TR  valign="bottom">
    <TD nowrap align="left"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Revenue</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">289.9</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">291.6</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Operating profit</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">29.4</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">27.7</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</DIV>

<DIV align="center">
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
    <TD width="55%"></TD>
    <TD width="5%"></TD>
    <TD width="19%"></TD>
    <TD width="1%"></TD>
    <TD width="20%"></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="2">Operating profit margin &#150; 2003</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="3" align="center"><FONT size="2">$29.4 divided by $289.9 = 10.1%</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">Operating profit margin &#150; 2002</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="3" align="center"><FONT size="2">$27.7 divided by $291.6 = 9.5%</FONT></TD>
</TR>
</TABLE>
</DIV>

<P align="left"><FONT size="2">Radio operating profit margin:
</FONT>

<DIV align="center">
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
    <TD width="55%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="9%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="10%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="9%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="10%">&nbsp;</TD>
</TR>
<TR  valign="bottom">
    <TD nowrap align="left"><FONT size="1"><B>($&nbsp;millions)</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2003</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2002</B></FONT></TD>
</TR>
<TR  valign="bottom">
    <TD nowrap align="left"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Revenue</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">177.2</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">166.2</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Operating profit</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">38.7</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">42.0</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</DIV>

<DIV align="center">
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
    <TD width="55%"></TD>
    <TD width="5%"></TD>
    <TD width="19%"></TD>
    <TD width="1%"></TD>
    <TD width="20%"></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="2">Operating profit margin &#150; 2003</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="3" align="center"><FONT size="2">$38.7 divided by $177.2 = 21.8%</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">Operating profit margin &#150; 2002</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="3" align="center"><FONT size="2">$42.0 divided by $166.2 = 25.3%</FONT></TD>
</TR>
</TABLE>
</DIV>

<P align="left"><FONT size="2">Television operating profit margin:
</FONT>

<DIV align="center">
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
    <TD width="55%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="9%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="10%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="9%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="10%">&nbsp;</TD>
</TR>
<TR  valign="bottom">
    <TD nowrap align="left"><FONT size="1"><B>($&nbsp;millions)</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2003</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2002</B></FONT></TD>
</TR>
<TR  valign="bottom">
    <TD nowrap align="left"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Revenue</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">178.0</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">151.3</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Operating profit</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">27.7</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">7.7</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</DIV>

<DIV align="center">
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
    <TD width="55%"></TD>
    <TD width="5%"></TD>
    <TD width="19%"></TD>
    <TD width="1%"></TD>
    <TD width="20%"></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="2">Operating profit margin &#150; 2003</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="3" align="center"><FONT size="2">$27.7 divided by $178.0 = 15.6%</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">Operating profit margin &#150; 2002</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="3" align="center"><FONT size="2">$7.7 divided by $151.3 = 5.1%</FONT></TD>
</TR>
</TABLE>
</DIV>

<P align="left"><FONT size="2">The Shopping Channel operating profit margin:
</FONT>

<DIV align="center">
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
    <TD width="55%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="9%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="10%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="9%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="10%">&nbsp;</TD>
</TR>
<TR  valign="bottom">
    <TD nowrap align="left"><FONT size="1"><B>($&nbsp;millions)</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2003</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2002</B></FONT></TD>
</TR>
<TR  valign="bottom">
    <TD nowrap align="left"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Revenue</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">210.5</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">202.2</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Operating profit</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">19.2</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">18.4</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</DIV>

<DIV align="center">
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
    <TD width="55%"></TD>
    <TD width="5%"></TD>
    <TD width="19%"></TD>
    <TD width="1%"></TD>
    <TD width="20%"></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="2">Operating profit margin &#150; 2003</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="3" align="center"><FONT size="2">$19.2 divided by $210.5 = 9.1%</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">Operating profit margin &#150; 2002</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="3" align="center"><FONT size="2">$18.4 divided by $202.2 = 9.1%</FONT></TD>
</TR>
</TABLE>
</DIV>

<P align="left"><FONT size="2">Total operating profit margin:
</FONT>

<DIV align="center">
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
    <TD width="55%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="9%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="10%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="9%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="10%">&nbsp;</TD>
</TR>
<TR  valign="bottom">
    <TD nowrap align="left"><FONT size="1"><B>($&nbsp;millions)</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2003</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2002</B></FONT></TD>
</TR>
<TR  valign="bottom">
    <TD nowrap align="left"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Revenue</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">855.0</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">810.8</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Operating profit</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">106.7</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">87.6</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</DIV>

<DIV align="center">
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
    <TD width="55%"></TD>
    <TD width="5%"></TD>
    <TD width="19%"></TD>
    <TD width="1%"></TD>
    <TD width="20%"></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="2">Operating profit margin &#150; 2003</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="3" align="center"><FONT size="2">$106.7 divided by $855.0 = 12.5%</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">Operating profit margin &#150; 2002</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="3" align="center"><FONT size="2">$87.6 divided by $810.8 = 10.8%</FONT></TD>
</TR>
</TABLE>
</DIV>

<P align="left"><FONT size="2"><I>Media Operating Highlights and Significant Developments in 2003</I>
</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Revenue increased 5.5% and operating profit increased 21.8% compared
to 2002. Media&#146;s operating profit margin rose by 170 basis points
year-over-year to 12.5% as a result of these increases.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Broadcasting successfully completed the reformatting of several of
its radio stations during 2003 which has resulted in significant ratings
boosts in several of its key markets.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Publishing announced it is preparing to launch Canada&#146;s first paid
circulation shopping magazine for young women beginning in the summer of
2004.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Media announced an investment by Broadcasting in 50% of CTV&#146;s mobile
production and distribution business, Dome Productions. The partnership
which will accelerate the production and distribution of HDTV content in
Canada. The transaction was successfully completed on January&nbsp;2, 2004.</FONT></TD>
</TR>
</TABLE>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<P align="center"><FONT size="2">42</FONT>


<P align="left"><FONT size="2"><I>Media Revenue Overview</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Total revenue for Media was $855.0&nbsp;million in 2003, an increase of $44.2
million, or 5.5%, from $810.8&nbsp;million in 2002. Of the $44.2&nbsp;million revenue
growth, $26.7&nbsp;million was generated by Television, Radio
contributed $11.0&nbsp;million of the growth, and The Shopping Channel contributed $8.3&nbsp;million,
offset by a $1.7&nbsp;million reduction in revenue at Publishing. The growth in
Television revenue was directly attributable to improved results at Rogers
Sportsnet, combined with the impact of the launch of Media&#146;s second
multicultural television operation, OMNI.2, late in 2002. Across all of
Media&#146;s divisions combined, approximately 53.4% of the total 2003 revenue was
advertising based, as opposed to subscription or transaction based.
</FONT>
<P align="left"><FONT size="2"><I>Media Operating Expense and Operating Profit Overview</I>
</FONT>

<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
    <TD width="5%">&nbsp;</TD>
    <TD width="62%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="7"><FONT size="1"><B>Years Ended December 31,</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="7"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center" colspan="2"><FONT size="1"><B>(In millions of dollars)</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2003</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2002</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>% Chg</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center" colspan="2"><FONT size="1"><B>&nbsp;</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Publishing</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Sales and marketing expenses</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">75.4</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">84.9</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(11.2</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Operating, general and administrative expenses</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">185.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">179.0</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">3.4</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Total Publishing</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">260.5</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">263.9</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(1.3</FONT></TD>

    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Radio</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Sales and marketing expenses</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">53.4</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">47.2</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">13.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Operating, general and administrative expenses</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">85.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">77.0</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">10.5</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Total Radio</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">138.5</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">124.2</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">11.5</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Television</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Sales and marketing expenses</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">14.2</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">13.8</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2.9</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Operating, general and administrative expenses</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">136.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">129.8</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">4.9</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Total Television</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">150.3</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">143.6</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">4.7</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">The Shopping Channel</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Cost of Sales</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">131.5</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">127.6</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">3.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Sales and marketing expenses</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">32.6</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">30.6</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">6.5</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Operating, general and administrative expenses</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">27.2</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">25.6</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">6.3</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Total Shopping Channel</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">191.3</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">183.8</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">4.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Corporate items, eliminations and other</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">7.7</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">7.7</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD nowrap><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Total operating expenses</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">748.3</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">723.2</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">3.5</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Total Media operating expenses were $748.3&nbsp;million, up 3.5% or $25.1
million over 2002. This increase was driven in its entirety by increased sales
and marketing expenses across all the Media companies as efforts continued to
focus on building brand recognition and promoting the properties in the target
demographics of each company&#146;s respective marketplace.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Total operating profit was $106.7&nbsp;million in 2003, resulting in a
year-over-year increase of 21.8%, or $19.1&nbsp;million, which was primarily
attributable to the results at Television. Details of operating expenses of
each of the Media divisions are discussed below.
</FONT>

<P align="center"><FONT size="2">51</FONT>



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<P align="center"><FONT size="2">43
</FONT>

<P align="left"><FONT size="2"><I>Publishing</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Revenue at Publishing was $289.9&nbsp;million, a reduction of $1.7&nbsp;million, or
0.6%, from $291.6&nbsp;million in 2002. Publishing experienced strong growth in its
Women&#146;s group of magazines, which was offset by modest declines in its other
groups, resulting in the overall 0.6% decline year-over-year. The modest
decline in revenues was offset by year-over-year reductions in operating,
general and administrative expenses, as Publishing focused on tightening its
cost structure. The efforts, offset somewhat, by increased spending on
advertising and promotion initiatives, resulting in a 6.1% improvement in
operating profit.
</FONT>
<P align="left"><FONT size="2"><I>Radio</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Radio
revenue was $177.2&nbsp;million, an $11.0&nbsp;million or 6.6% increase from
$166.2&nbsp;million in 2002. Fiscal 2003 included the full year results of the 13
radio stations acquired from Standard Radio Inc., effective May&nbsp;1, 2002 and
contributed to the majority of the year-over-year increase in revenues.
Excluding the newly acquired radio stations, Radio&#146;s revenues were up only
modestly from 2002 reflecting a slow turn- around in the demand for local
advertising and the reformatting initiatives at several of its stations, the
expenses for which were included in general and administrative expenses. In
addition to the reformatting initiatives, Radio increased spending on sales and
marketing by 13.1% in 2003 as compared to 2002 in an effort to promote the
reformatted stations as well as reinforce the positioning in the market of
certain stations in key markets in Canada.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Radio&#146;s
operating profit decreased by $3.3&nbsp;million, or 7.9%, from 2002 to
$38.7&nbsp;million. The decline was attributable to format changes which generated
additional sales and marketing costs during the transition, and which also
generally create a significant temporary decline in revenues during the initial
reformatting period.
</FONT>
<P align="left"><FONT size="2"><I>Television</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Television includes the results of OMNI.1 (formerly CFMT-TV), OMNI.2 and
Rogers Sportsnet. Canada&#146;s only regional all-sports network, Rogers Sportsnet
derives revenues from both advertising and subscriber fees from cable and
satellite customers across Canada. Revenue from Rogers Sportsnet increased
year-over-year by $16.5&nbsp;million in 2003. OMNI.2 television began broadcasting
during the third quarter of 2002 in the Toronto, Hamilton, Ottawa and London,
Ontario markets only five months after receiving licence approval. The licence
allows Media to combine the infrastructure of the new station with its existing
Toronto multicultural television operation, OMNI.1, creating an efficient
combined operation with a dual broadcasting stream. Revenue at the OMNI
Channels increased by $10.2&nbsp;million to $63.3&nbsp;million compared to 2002. Expense
increases at both OMNI and Sportsnet were 4.7% in 2003 as compared to 2002 with
much of the increases related to programming. The year-over-year increases in
revenues at both the OMNI channels and Rogers Sportsnet translated into a $20.0
million, year-over-year increase in operating profit.
</FONT>
<P align="left"><FONT size="2"><I>The Shopping Channel</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Shopping Channel&#146;s revenue increased $8.3&nbsp;million, or 4.1%, to $210.5
million from $202.2&nbsp;million in 2002. In 2003, off-air sales represented 26.8%
of revenue, up from 25.1% in 2002, and included catalogue, Web site and
physical store sales. Operating profit at The Shopping Channel was $19.2
million, a $0.8&nbsp;million or 4.4% increase from $18.4&nbsp;million in 2002. Results
at The Shopping Channel were impacted by regional issues such as the SARS
epidemic, the blackout in Ontario and other world affairs such as the war in
Iraq, all of which served to detract viewership and in turn required The
Shopping Channel to spend more on sales and marketing activities.
</FONT>
<P align="center"><FONT size="2">&nbsp;</FONT>
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<P align="center"><FONT size="2">44
</FONT>

<P align="left"><FONT size="2"><I>Media Employees</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Media ended 2003 with 3,025 FTEs, a decrease of 175 from 3,200 at December
31, 2002. The reduction in staff at Media was directly related to the focus on
obtaining operational synergies across its properties and the implementation of
cost reduction initiatives.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Total
remuneration paid to Media employees (both full and part-time) was
approximately $204.9&nbsp;million, an increase of $7.6&nbsp;million
or 3.9% from $197.3&nbsp;million in the prior year.
</FONT>

<P align="left"><FONT size="2"><I>Media Additions to PP&#038;E</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Total
additions to Media PP&#038;E in 2003 were $41.3&nbsp;million compared to $42.7
million in 2002. The decrease in 2003 was primarily due to one-time spending
in 2002 on the construction of a national distribution centre for The Shopping
Channel and the startup costs related to OMNI.2.
</FONT>
<P align="left"><FONT size="2">MEDIA RISKS AND UNCERTAINTIES
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Media&#146;s business is subject to several operating risks and uncertainties
that may result in a material adverse effect on its business and financial
results as outlined below.
</FONT>
<P align="left"><FONT size="2"><I>Dependency upon Advertising</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Media depends on advertising as a material source of its revenue and its
businesses would be adversely affected by a further material decline in the
demand for local or national advertising. Media derived approximately 53.4% of
its revenues in 2003 from the sale of advertising. Media expects advertising
will continue to be a material source of Media&#146;s revenue in the future.
Advertising revenues, which are largely a function of consumer confidence and
general economic conditions, remain unpredictable, although the diversity of
the businesses Media operates, both geographically and in terms of the breadth
of media, helps to provide some stability to the advertising revenue base. Most
of Media&#146;s advertising contracts are short-term contracts that can be
terminated by the advertiser with little notice. If a reduction in advertising
spending or loss of advertising relationships would adversely affect Media&#146;s
results of operations and financial position.
</FONT>
<P align="left"><FONT size="2"><I>Sensitivity to Global Economic Cycles</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Expenditures by advertisers tend to be cyclical, reflecting overall
economic conditions as well as budgeting and buying patterns outside of Media&#146;s
control. Moreover, because a substantial portion of Media&#146;s advertising revenue
is derived from local advertisers, Media&#146;s ability to generate advertising
revenue in specific markets is adversely affected by local or regional economic
downturns. This is particularly true in the concentrated Toronto market, where
the combined revenue from Media&#146;s four radio stations and two over-the-air
television stations represented approximately 14% of Media&#146;s revenue in 2003.
</FONT>
<P align="left"><FONT size="2"><I>Sensitivity to External Events</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;External events and consumer behavior substantially influence advertising
patterns and media usage. A terrorist attack, such as occurred in the United
States on September&nbsp;11, 2001, or a war may result in a shift in consumer focus
and a change in the price or quantity of advertising purchased. If advertising
and media spending decline following an unforeseen event, Media&#146;s advertising
revenues could be adversely affected.
</FONT>
<P align="left"><FONT size="2"><I>Importance of Industry Leadership and Ratings</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;It is well established that advertising dollars migrate to media
properties that are leaders in their respective markets and categories when
advertising budgets are tightened. Although most of Media&#146;s radio and magazine
properties are currently leaders in their respective markets, such leadership
may not continue in the future. Advertisers base a substantial part of their
purchasing decisions on statistics such as ratings and readership generated by
industry associations and agencies. If Media&#146;s radio and television ratings or
magazine readership levels were to decrease substantially, Media&#146;s advertising
sales volumes and the rates which it charges advertisers could be adversely
affected.
</FONT>
<P align="center"><FONT size="2">&nbsp;</FONT>
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<P align="center"><FONT size="2">45
</FONT>

<P align="left"><FONT size="2"><I>Portion of Growth from Acquisitions</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Historically, Media&#146;s growth has been generated, in part by strategic
acquisitions. Media intends to continue to selectively pursue acquisitions of
radio and television stations and publishing properties. Media is not able to
predict whether it will be successful in acquiring properties that enhance its
businesses. If Media is unable to identify and complete acquisitions, its
growth could slow from historical levels. In addition, Media could face
difficulties associated with integrating the operations of businesses that it
does acquire, which could have a material adverse effect on Media&#146;s business,
financial condition or results of operations.
</FONT>
<P align="left"><FONT size="2"><I>Emergence of Competing Technologies</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;New programming or content services, as well as alternative media
technologies, such as digital radio services, satellite radio, DTH satellite,
wireless and wired pay television, Internet radio and video programming, and
on-line publications have either begun competing, or may in the future compete,
for programming and publishing content, audiences and advertising revenues.
These competing technologies may increase audience fragmentation, reduce
Media&#146;s ratings or have an adverse effect on its local or national advertising
revenue. These or other technologies and business models may have a material
adverse effect on Media&#146;s business, financial conditions or results of
operations.
</FONT>
<P align="left"><FONT size="2"><I>Dependency upon Canadian Magazine Fund</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Government of Canada created the Canadian Magazine Fund (&#147;CMF&#148;) to
help encourage Canadian publishers to continue to produce high-quality and
innovative Canadian editorial content, subject to certain eligibility
requirements. Beginning with the fiscal year ended March&nbsp;31, 2001, the CMF
intended to provide $150.0&nbsp;million in funding to Canadian magazine publishers
through 2003, $75.0&nbsp;million of which is intended to support Canadian editorial
content. In the fiscal year ended March&nbsp;31, 2002, the CMF distributed $25.0
million to over 400 publishers in support of Canadian editorial content, with
funding pro-rated across based on their respective share of total eligible
Canadian editorial expenses. Rogers qualified for approximately $5.0&nbsp;million
in support from the CMF in 2002. For fiscal years beginning with the fiscal
year ended March&nbsp;31, 2004, the Government of Canada has announced a number of
changes to the Canadian editorial content envelope of the CMF. Total funding
will be reduced in the fiscal year ended March&nbsp;31, 2004 to $18.0&nbsp;million and
will be reduced to $16.0&nbsp;million in each of the next two fiscal years. In
addition, editorial content funding will be re-oriented to enable the
Government to address the industry&#146;s current needs and current market
conditions, with more funding provided to ethno- cultural, aboriginal, and
minority official-language publications, small community newspapers, arts and
literary magazines, and small-circulation magazines.
</FONT>
<P align="left"><FONT size="2"><I>Exposure to Paper, Printing and Postage Costs</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A significant portion of Publishing&#146;s operating expenses consist of paper,
printing and postage expenses. Paper is Publishing&#146;s single largest raw
material expense, representing approximately 5.7% of Publishing&#146;s operating
expenses in 2003. Publishing depends upon outside suppliers for all of its
paper supplies, holds relatively small quantities of paper in stock itself, and
is unable to control paper prices, which can fluctuate considerably. Moreover,
Publishing is generally unable to pass paper cost increases on to customers.
Printing costs represented approximately 10% of Publishing&#146;s operating expenses
in 2003. Publishing relies on third parties for all of its printing services.
In addition, Publishing relies on the Canadian Postal Service to distribute a
large percentage of its publications. A material increase in paper prices,
printing costs or postage could have a material adverse effect on Publishing&#146;s
business, results of operations or financial condition.
</FONT>
<P align="center"><FONT size="2">&nbsp;</FONT>
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<P align="center"><FONT size="2">46
</FONT>

<P align="left"><FONT size="2"><I>Potential Impacts from Regulatory Decisions</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Media expects the CRTC to review the Commercial Radio Policy 1998 in 2005
to address issues such as multiple licence ownership and Canadian content. In
the interim, the CRTC will review satellite radio issues, including the
establishment of a satellite radio policy and licensing framework.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The CRTC has released its digital television policy, covering issues such
as priority carriage and simultaneous substitution. Media believes that the
CRTC policy provides an effective framework for the growth and development of
digital television broadcasting in Canada. A forthcoming CRTC consultation
also will seek to establish a framework for the transition or migration of
analog to digital for specialty services.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The cable and telecommunications industries in Canada generally promote
the easing or elimination of foreign ownership restrictions. If successful, the
easing or elimination of such ownership restrictions may cause or require
integrated communications companies, such as the Company, to establish a
separate ownership structure for their broadcasting content entities.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Copyright liability pressures continue to affect radio and television
services. The Copyright Board is considering proposed changes to both Tariff 2
(Broadcast TV) and Tariff 17 (Non-broadcast TV). While the Society of
Composers, Authors and Music Publishers of Canada (&#147;SOCAN&#148;) has sought tariff
increases for each of these tariffs, certain specialty services, including
Rogers Sportsnet, also have sought tariff payment adjustments that explicitly
recognize the differing value of music for different genres of services. SOCAN
and the Neighbouring Rights Collective Society (&#147;NRCC&#148;) also have proposed
increases to each of their respective radio tariffs, with the NRCC also seeking
to eliminate important revenue threshold and all-talk station tariff payment
exemptions.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In a January 2004 decision, the CRTC renewed the broadcasting licence for
Rogers Sportsnet. Although no other expenditure or programming requirements
were imposed and a certain degree of additional programming flexibility was
afforded, the renewal denied a proposed increase to Rogers Sportsnet&#146;s basic
wholesale fee. Rogers Sportsnet&#146;s basic rate will remain at $0.78. Although a
strong majority of Rogers Sportsnet subscribers are not on basic, the basic
rate can also influence rate negotiations for carriage of Rogers Sportsnet on
discretionary tiers. With TSN&#146;s rate at $1.07, Rogers Sportsnet will continue
to operate with a comparative disadvantage to TSN.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pressures regarding the favourable channel placement of The Shopping
Channel below the first cable tier will likely increase. The CRTC is currently
considering a policy change which could require cable BDUs to carry mandatory
services (i.e. APTN, CPAC and TVA) below the first cable tier. This decision,
along with the licensing of new local TV stations, has the potential to affect
The Shopping Channel&#146;s placement in some cable systems.
</FONT>
<P align="left"><FONT size="2">CONSOLIDATED LIQUIDITY AND CAPITAL RESOURCES
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This discussion is based upon the Company&#146;s annual Audited Consolidated
Statements of Income and the Consolidated Statements of Cash Flows.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Rogers has consistently invested in upgrading and expanding its networks
and communications businesses over time, as well as in developing and deploying
new communications service initiatives, all of which are highly capital
intensive. Mainly as a result of these PP&#038;E expenditures and the significant
amount of debt used to help fund these initiatives and expenditures, interest
expense has remained high and resulted in cash shortfalls.
</FONT>
<P align="center"><FONT size="2">&nbsp;</FONT>
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<P align="center"><FONT size="2">47
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Rogers&#146; net income for the year ended December&nbsp;31, 2003, was $129.2
million compared to net income of $312.0&nbsp;million in the prior fiscal year ended
December&nbsp;31, 2002. The reduction in net income of $182.8&nbsp;million in 2003 is
reconciled as follows with non-bracketed numbers denoting changes increasing
net income and bracketed items reducing net income:
</FONT>
<P align="left"><FONT size="2"><I>Change in Net Income (Loss)</I>
</FONT>

<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="75%">
<TR valign="bottom">
    <TD width="5%">&nbsp;</TD>
    <TD width="71%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" colspan="2"><FONT size="1"><B>(In millions of dollars)</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Operating profit</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">307.3</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Other</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(6.5</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Depreciation and amortization</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(58.8</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>
<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Operating income</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">242.0</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">

<TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Interest on long-term debt</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2.4</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Losses from investments accounted for by the equity method</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">46.6</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Foreign exchange gain</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">297.5</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Gain (loss)&nbsp;on repayment of long-term debt</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(34.9</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Gain (loss)&nbsp;on sale of other investments</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">18.5</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Writedown of investments</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">301.0</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Gains on disposition of AT&#038;T Canada</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Deposit Receipts</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(904.3</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Other income</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(0.2</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Income taxes</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(51.8</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Non-controlling interest</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(99.6</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>
<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Net income</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">(182.8</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>
<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">In 2002, the Company had a net recovery of $6.5&nbsp;million, made up
primarily of a reduction in the liability related to estimates of sales
tax at Wireless of $19.2&nbsp;million, partially offset by workforce
reduction costs at Cable of $5.9&nbsp;million and a change in the estimate of
CRTC contribution liability at Wireless of $6.8&nbsp;million.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">The $58.8&nbsp;million increase in depreciation and amortization is mainly
due to an increase in the fixed asset base during the year, of which a
significant component is related to PP&#038;E expenditures for the Cable
network upgrades and capacity expansion to the new GSM/GPRS network at
Wireless, and the acceleration of the amortization of the $20.0&nbsp;million in brand licence
cost.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">The $2.4&nbsp;million decrease in interest expense is due to the decrease
in debt during the year.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">The $46.6&nbsp;million decrease in losses from investments accounted for
by the equity method is primarily related to the reduction in the equity
losses of the Blue Jays.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">The $297.5&nbsp;million increase in foreign exchange gains was due to the
continuing strengthening of the Canadian dollar throughout 2003 which
favourably impacted the translation of the unhedged portion of the
Company&#146;s U.S. dollar-denominated long-term debt.</FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2">&nbsp;</FONT>
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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<P align="center"><FONT size="2">48
</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">The $34.9&nbsp;million change in the gain (loss)&nbsp;on early repayment of
long-term debt reflects the impact of transactions in 2003 versus 2002
as further detailed in the discussion below.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">The $18.5&nbsp;million gain from sale on investments is a result of the
sale of certain marketable securities by the Company during the year.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">The $301.0&nbsp;million decrease in writedowns on investments is a result
of the Company&#146;s review of the value of its investments in publicly
traded and private companies and provision recorded in 2002.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">The $904.3&nbsp;million decrease in the gain on disposition of AT&#038;T Canada
Deposit Receipts was a result of the sale on October&nbsp;8, 2002 of 25
million AT&#038;T Canada Deposit Receipts owned by the Company.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">The $51.8&nbsp;million change in income taxes was due to lower net tax
reductions in 2003 compared to 2002 and is calculated under Canadian
GAAP as outlined in Note 13 to the Consolidated Financial Statements.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">The $99.6&nbsp;million change in non-controlling interest represents the
Wireless minority shareholders&#146; share of the net income of Wireless in
2003 compared to their share of the 2002 loss.</FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Rogers&#146;
cash generated from operations before changes in non-cash operating
items,
which is calculated by adding back all non-cash items such as depreciation and
amortization to net income, increased to $984.7&nbsp;million in 2003 from $642.4
million in 2002. This $342.3&nbsp;million increase in 2003 is mainly due to the
$307.3&nbsp;million increase in operating income before certain items. Taking into
account the changes in non-cash operating
items for the 2003&nbsp;year, cash generated from
operations increased by $219.0&nbsp;million to $935.4&nbsp;million
from $716.3&nbsp;million in
2002.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, Rogers raised net funds totaling $796.7&nbsp;million during 2003
consisting of:
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">$524.0&nbsp;million received from the increase of long-term debt, which is
essentially comprised of Cable&#146;s U.S. Note offering totaling U.S.$350
million (C$470.4&nbsp;million) issued in June 2003 and the net drawdowns
under bank credit facilities during the year of $51.5&nbsp;million
and a $2.1&nbsp;million net increase in capital leases, mortgages and other;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">proceeds on the sale of investments of $20.7&nbsp;million; and</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">$252.0&nbsp;million cash proceeds received from the issuance of equity, of
which $13.0&nbsp;million was received for the issuance of Class&nbsp;B Non-Voting
Shares under employee share purchase plans and the exercise of employee
stock options and $239.0&nbsp;million was received upon the issuance of
12,722,647 Class&nbsp;B Non-Voting Shares in May 2003.</FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Including the $853.9&nbsp;million of cash generated from operations after
changes in working capital, the aggregate net funds raised in 2003 totaled
$1,650.6&nbsp;million.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The net
funds used during 2003 totalled approximately $1,769.1&nbsp;million consisting of:
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">to property plant and
equipment expenditures (net of change in non-cash working capital) of $1,045.2&nbsp;million;</FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2">&nbsp;</FONT>
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<P align="center"><FONT size="2">49
</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">aggregate redemptions of long-term debt of $626.0&nbsp;million repurchases
and redemptions by RCI and Cable of certain Canadian and U.S.
dollar-denominated public debt;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">payment of dividends of $11.6&nbsp;million on Class&nbsp;B Non-Voting Shares,
Class&nbsp;A Voting Shares and Series&nbsp;E Preferred Shares;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">net other investments of $27.9&nbsp;million of which $29.4&nbsp;million relates
to cash contributions to the Blue Jays net of $3.6&nbsp;million cash
distributions received from other investments;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">distributions on Convertible Preferred Securities of $33.0&nbsp;million;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">premiums on the early repayment of long-term debt aggregating $19.3&nbsp;million; and</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">financing costs incurred of $6.2&nbsp;million.</FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As a result of the above, cash of $37.2&nbsp;million was used during 2003.
Taking into account the $26.9&nbsp;million cash balance at the beginning of the
year, the ending 2003 cash deficiency was $10.3&nbsp;million.
</FONT>
<P align="left"><FONT size="2"><I>Financing</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Rogers&#146; long-term financial instruments are described in the Notes to the
Consolidated Financial Statements.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;During 2003, the following financings were completed: in May, 2003, RCI
completed a $250&nbsp;million equity issue with the issuance of 12,722,647 Class&nbsp;B
Non-Voting Shares for proceeds, net of fees and expenses, of $239.0&nbsp;million;
and in June, 2003, Cable issued U.S.$350.0&nbsp;million (Canadian equivalent $470.4
million) 6.25% Senior Secured Second Priority Notes due 2013.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;During 2003, the following debt redemptions were made, which aggregated
$626.0&nbsp;million with repurchase premiums of $19.3&nbsp;million in total: in April,
2003, RCI redeemed US $54.6&nbsp;million aggregate principal amount of its 9 1/8%
Senior Notes due 2006 at a redemption price of 101.521% of the aggregate
principal amount; in June, 2003, Cable redeemed U.S.$74.8&nbsp;million aggregate
principal amount of its 10% Senior Secured Second Priority Debentures due 2007
at a redemption price of 105.0% of the aggregate principal amount; in July,
2003, RCI redeemed US $205.4&nbsp;million aggregate principal amount of its 8 7/8%
Senior Notes due 2007 at a redemption price of 102.958% of the aggregate
principal amount; and in August, 2003, RCI redeemed $165.0&nbsp;million aggregate
principal amount of its 8 3/4% Senior Notes due 2007 at a redemption price of
102.917% of the aggregate principal amount.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
February, 2004, Cable redeemed $300.0
million aggregate principal amount of its 9.65% senior secured second priority
debentures due 2014 at a redemption price of 104.825% of the aggregate
principal amount on February&nbsp;23, 2004.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In January, 2004, Cable established a dividend/distribution policy to
distribute $6.0&nbsp;million per month to RCI on a regular basis, starting in
January, 2004.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Rogers structures its borrowings generally on a stand-alone basis.
Therefore, borrowings by each of its three principal operating groups are
generally secured only by the assets of the respective entities within each
operating group, and such instruments generally do not provide for guarantees
or cross-collateralization or cross-defaults between groups. Currently, no such
guarantees or cross-collaterilizations or cross-defaults between the groups
exist.
</FONT>
<P align="center"><FONT size="2">&nbsp;</FONT>
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<P align="center"><FONT size="2">50
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;At December&nbsp;31, 2003, Rogers&#146; long-term committed bank credit facilities
provided for aggregate credit of $2.28&nbsp;billion, of which $237.5&nbsp;million was
drawn down. Generally, access to these credit facilities is subject to
compliance within certain debt to operating profit ratios, and at December&nbsp;31,
2003, based upon the most restrictive covenants under the bank credit
facilities and public debt instruments, Rogers could have borrowed additional
long-term debt under existing credit facilities of approximately $1.90&nbsp;billion
including $400.0&nbsp;million available for the repayment of debt maturing in Cable
in 2005.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Of all the Rogers debt instruments, the provisions of the bank loan
agreements generally impose the most restrictive limitations on the operations
and activities of the companies governed by these agreements. The most
significant of these restrictions are debt incurrence and maintenance tests
(based upon certain ratios of debt to operating profit), restrictions upon
additional investments, sales of assets and distributions to shareholders.
Rogers and its subsidiaries are currently in compliance with all of the
covenants under their respective debt instruments and Rogers expects all
covenants to remain in compliance. (See Note 10 to the Consolidated Financial
Statements for details of the specific debt instruments.) On December&nbsp;31,
2003, a total of $270.1&nbsp;million could have been distributed to Rogers Corporate
from Media via the repayment of unsecured subordinated intercompany notes.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Rogers&#146; required repayments on all long-term debt in the next five years
totals $2.5&nbsp;billion, excluding an aggregate $36.2&nbsp;million effect of
cross-currency interest rate exchange agreements. In 2004, required repayments
total $11.5&nbsp;million. In 2005, required repayments total $651.1&nbsp;million
including $376.8&nbsp;million for the repayment of Cable&#146;s 10% Senior Secured Second
Priority Notes due 2005 and $271.2&nbsp;million for the repayment of Rogers&#146; 5
3/4% Convertible Debentures due 2005. In 2006, required repayments total
$323.1&nbsp;million, mainly comprised of $75.0&nbsp;million for the repayment of Rogers&#146;
10 1/2% Senior Notes due 2006, $160.0&nbsp;million for the repayment of Wireless&#146;
10 1/2% Senior Secured Notes due 2006, $22.2&nbsp;million for the repayment of a
mortgage due 2006, and the $63.5&nbsp;million outstanding under the Media bank
credit facility at December&nbsp;31, 2003. In 2007, required repayments total
$936.2&nbsp;million mainly comprised of $450.0&nbsp;million for the repayment of Cable&#146;s
7.60% Senior Secured Second Priority Notes due 2007, $253.5&nbsp;million for the
repayment of Wireless&#146; 8.30% Senior Secured Notes due 2007 and $231.4&nbsp;million
for the repayment of Wireless&#146; 8.80% Senior Subordinated Notes due 2007. In
2008, required repayments total $568.6&nbsp;million comprised of $430.6&nbsp;million for
the repayment of Wireless&#146; 9 3/8% Senior Secured Debentures due 2008, and the
$138.0&nbsp;million outstanding under the Wireless bank credit facility at December
31, 2003.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Cable
expects to continue to incur significant PP&amp;E expenditures. In 2004,
Cable expects to incur PP&amp;E expenditures excluding the telephony
initiative, of between
$440.0&nbsp;million and $465.0&nbsp;million primarily relating to the
purchase and placement of CPE associated with new digital and
Internet subscribers, the upgrading of certain portions of our
network and scalable infrastructure, the extension of its network
into newly constructed areas and buildings, as well as for
information technology and other general capital initiatives,
including the forced movement of the plant associated with municipal
and other improvement projects. In 2004, including the telephony issue, Cable anticipates an additional
investment of between $140&nbsp;million and $170&nbsp;million during
2004 associated with the deployment of an advanced Internet Protocol
multimedia network to support primary line voice-over-cable telephony
and other new services across its cable service areas as discussed in
&#147;Overview &#151; Telephony Initiative&#148; above. Cable expects
operating profit to increase in 2004 and anticipate incurring a net
cash shortfall in 2004. Cable believes it will have sufficient
capital resources to satisfy its cash funding requirements in 2004,
taking into account cash from operations and the amount that will be
available under the $1.075&nbsp;billion amended and restated bank
credit facility.
</FONT>

<P align="center"><FONT size="2">&nbsp;</FONT>
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<P align="center"><FONT size="2">51
</FONT>


<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Cable&#146;s amended and restated $1.075&nbsp;billion bank credit facility, which
was established in January 2002, is comprised of two tranches (1)&nbsp;the $600
million Tranche A that matures on January&nbsp;2, 2009 and (2)&nbsp;the $475&nbsp;million
Tranche B that reduces by 25% annually on each of January&nbsp;2, 2006, 2007, 2008
and 2009. In September, 2003, Cable amended its bank credit facility to
eliminate the possibility of earlier than scheduled maturity of
Tranche&nbsp;B and availability on a $400.0&nbsp;million portion of Tranche B has been reserved to
repay Cable&#146;s Senior Secured Notes due 2005. The $400&nbsp;million reserved amount
will be reduced by an amount equal to any repayment of the Notes due 2005 made
from time to time from any source including Tranche B and, as a result, an
amount equal to such repayments becomes available to Cable under Tranche B.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Wireless&#146; $700&nbsp;million bank credit facility reduces by 20% on
April&nbsp;30, 2006 and again on April&nbsp;30, 2007 with the final 60% reduction on
April&nbsp;30, 2008. However, the bank credit facility will mature on May&nbsp;31, 2006
if the Company&#146;s Senior Secured Notes due 2006 are not repaid (by refinancing
or otherwise) on or prior to December&nbsp;31, 2005. If these notes are repaid, then
the bank credit facility will mature on September&nbsp;30, 2007 if the Company&#146;s
Senior Secured Notes due 2007 are not repaid (by refinancing or otherwise) on
or prior to April&nbsp;30, 2007.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Rogers believes that Wireless will have a net cash surplus in 2004 so that
Wireless will have sufficient capital resources to satisfy its cash funding
requirements in 2004, taking into account cash from operations.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Rogers believes that Cable will have a net cash shortfall in 2004 but that
Cable will have sufficient capital resources to satisfy its cash funding
requirements in 2004, taking into account cash from operations and the amount
that will be available under its $1.075&nbsp;billion amended and restated bank
credit facility.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Rogers believes that Media will be in a cash surplus position in 2004.
Rogers believes that if Media were to incur a cash shortfall, it would have
sufficient capital resources to satisfy its cash funding requirements in 2004,
taking into account cash from operations and the amount that will be available
to be borrowed under its $500.0&nbsp;million bank credit facility.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Rogers believes that, on an unconsolidated basis, it will have, taking
into account interest income and repayments of intercompany advances together
with the receipt of management fees paid by the operating subsidiaries and
regular $6&nbsp;million monthly distributions from Cable and investments and cash on
hand, sufficient capital resources to satisfy its cash funding requirements in
2004.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In the event that Rogers or any of its operating subsidiaries do require
additional funding, Rogers believes that any such funding requirements would be
satisfied by issuing additional debt financing, which may include the
restructuring of existing bank credit facilities or issuing public or private
debt at any of the operating subsidiaries or at Rogers or issuing equity of
Rogers or of Wireless, all depending on market conditions. In addition, Rogers
or its subsidiaries may refinance a portion of existing debt subject to market
conditions and other factors.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On February&nbsp;7, 2003, Moody&#146;s revised its ratings on Cable&#146;s senior secured
and senior subordinated public debt downward from Baa3 and Ba1 to Ba2 and Ba3,
respectively. In addition, Moody&#146;s revised its ratings on RCI&#146;s senior
unsecured debt rating downward from Ba1 to B2. Moody&#146;s provided a stable
outlook for these newly revised Cable and RCI debt ratings. On October&nbsp;24,
2003, Moody&#146;s changed the
</FONT>
<P align="center"><FONT size="2">&nbsp;</FONT>
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<P align="center"><FONT size="2">52
</FONT>

<P align="left"><FONT size="2">ratings outlook on the Wireless senior secured and senior subordinated
public debt, which are rated Ba3 and B2 respectively, to positive from stable.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On March&nbsp;5, 2003, Standard &#038; Poor&#146;s revised its ratings outlook downward
on both Cable&#146;s senior secured and senior subordinated public debt, which are
rated BBB- and BB- respectively, as well as on RCI&#146;s BB- senior unsecured debt
rating to negative from stable. On October&nbsp;30, 2003, Standard &#038; Poor&#146;s revised
its ratings outlook upwards on Wireless&#146; senior secured and senior subordinated
public debt, which are rated BB&#043; and BB- respectively, to positive from stable.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company does not have any off-balance sheet arrangements other than
the cross-currency interest rate exchange agreements described below.
</FONT>
<P align="left"><FONT size="2"><I>Interest Rate and Foreign Exchange Management</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Rogers uses derivative financial instruments to manage risks from
fluctuations in foreign exchange rates and interest rates. These instruments
include cross-currency interest rate exchange agreements, &#147;swaps&#148;, foreign
exchange forward contracts, and, from time-to-time, foreign exchange option
agreements. All such agreements are used for risk management purposes only and
are designated to hedge specific debt instruments. In order to minimize the
risk of counterparty default under these agreements, Rogers assesses the
creditworthiness of its counterparties. At December&nbsp;31, 2003, all of Rogers&#146;
counterparties in these agreements are financial institutions with a Standard &#038;
Poor&#146;s rating (or other equivalent) ranging from A&#043; to AA.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The incurrence of U.S. dollar-denominated debt has caused substantial
foreign exchange exposure as Rogers&#146; operating cash flow is almost exclusively
denominated in Canadian dollars. Rogers has established a target of hedging at
least 50% of its foreign exchange exposure through the use of hedging
instruments outlined above. At December&nbsp;31, 2003 and 2002, Rogers had U.S.
dollar-denominated long-term debt of US$2,868.3&nbsp;million and US$2,845.9
million, respectively. At December&nbsp;31, 2003 and 2002, US$1,943.4&nbsp;million and
US$1,768.4&nbsp;million, respectively, or 67.8% and 62.1%, respectively, was hedged
with cross-currency interest rate exchange agreements at an average exchange
rate of C$1.4647 and C$1.4766, respectively to US$1.00. The increase in
Rogers&#146; hedged position in 2003 was due to the repayment of U.S.
dollar-denominated debt during 2003, as discussed above. The decrease in the
average exchange rate to $1.4647 in 2003 was due to entering into a new swap in
Cable in the notional amount of US$175.0&nbsp;million at an exchange rate of
$1.3445 concurrent with the incurrence of U.S. dollar-denominated debt and
US$350&nbsp;million debt issue at Cable.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Management will continue to monitor its hedged position with respect to
foreign exchange fluctuations and, depending upon market conditions and other
factors, may adjust its hedged position with respect to foreign exchange
fluctuations in the future by unwinding certain existing hedges or by entering
into cross-currency interest rate exchange agreements or by using other hedging
instruments.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The cross-currency interest rate exchange agreements had the effect at
December&nbsp;31, 2003 of converting the interest rate on U.S.$1,558.4&nbsp;million of
long-term debt from an average U.S. dollar fixed interest rate of 8.82% per
annum to an average Canadian dollar fixed interest rate of 9.70% per annum on
$2,346.0&nbsp;million, compared with the 2002 effect of converting
U.S.$1,383.4&nbsp;million
of long-term debt from an average U.S. dollar fixed interest rate of 9.15% per
annum to an average Canadian dollar fixed interest rate of 9.94% per annum on
$2,110.7&nbsp;million; and converting the interest rate on U.S.$385.0&nbsp;million of
long-term debt from an average U.S. dollar fixed interest rate of 9.38% per
annum to $500.5&nbsp;million at a weighted average floating interest rate equal to
the bankers&#146; acceptances rate plus 2.35% per annum, which totalled 5.11% at
December&nbsp;31, 2003, as compared with 5.22% in 2002. The Company also assumed an
interest rate exchange agreement upon an acquisition during 2001. This interest
rate
</FONT>
<P align="center"><FONT size="2">&nbsp;</FONT>
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<P align="center"><FONT size="2">53
</FONT>

<P align="left"><FONT size="2">exchange agreement has the effect of converting $30.0&nbsp;million of floating
rate obligations of the Company to a fixed interest rate of 7.72% per annum.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The total long-term debt at fixed interest rates at December&nbsp;31, 2003 and
2002, was $4,560.6&nbsp;million and $5,024.2&nbsp;million, respectively, or 86.0% and
88.3%, respectively, of total long-term debt. Historically, Rogers has
targeted to maintain fixed interest rates on at least 80% of its outstanding
long-term debt.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Rogers&#146; effective weighted average interest rate on all long-term debt as
at December&nbsp;31, 2003 and 2002, including the effect of the interest exchange
agreements and cross-currency interest rate exchange agreements, was 8.48% and
8.74%, respectively.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following table presents a summary of the effect of changes in the
foreign exchange rate on the unhedged portion of Rogers&#146; U.S.
dollar-denominated debt and the resulting change in the principal carrying
amount of debt, interest expense and earnings per share, based on a full year
impact.
</FONT>
<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="55%">
<TR valign="bottom">
    <TD width="5%">&nbsp;</TD>
    <TD width="20%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="9%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="10%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="12%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="12%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Change in</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Change in</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>debt principal</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>interest</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Earnings</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>amounts</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>expense</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>per</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center" colspan="2"><FONT size="1"><B>Change in Cdn$ vs. US$<SUP>(1)</SUP></B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>($ millions)</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>($ millions)</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>share<SUP>(2)</SUP></B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD colspan="2"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">$0.01</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">9.2</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">0.6</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">0.042</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;&nbsp;0.03</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">27.7</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1.8</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">0.127</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;&nbsp;0.05</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">46.2</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">3.0</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">0.211</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>

<TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;&nbsp;0.10</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">92.5</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">6.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">0.422</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp; Canadian equivalent of unhedged U.S. dollar-denominated debt if U.S.
dollar costs an additional Canadian cent.<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;Assumes no income tax effect. Based on the number of shares outstanding
as at December&nbsp;31, 2003.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;At December&nbsp;31, 2003, interest expense would have increased by $7.4
million per year if there was a 1% increase in the interest rate on the portion
of long-term debt that is not at fixed interest rates.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Rogers&#146;
US $2,868.3&nbsp;million of U.S. dollar-denominated long-term debt is
spread among its different operating entities and the parent company. The
following table provides a breakdown by company of the U.S. dollar exposure and
the percentage of its exposure by business unit that has been hedged as at
December&nbsp;31, 2003.
</FONT>
<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="55%">
<TR valign="bottom">
    <TD width="54%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="11%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="11%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>U.S. dollar Debt</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center"><FONT size="1"><B>Business Unit</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>($ millions)</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>% hedged</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Cable</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">1,305.2</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">81.1</FONT></TD>
    <TD nowrap><FONT size="2">%</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Wireless</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,353.3</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">65.4</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Rogers Corporate</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">209.8</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Total</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">2,868.3</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">67.8</FONT></TD>
    <TD nowrap><FONT size="2">%</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P align="center"><FONT size="2">&nbsp;</FONT>
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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
<P align="center"><FONT size="2">54
</FONT>

<P align="left"><FONT size="2">INTERCOMPANY AND RELATED PARTY TRANSACTIONS
</FONT>

<P align="left"><FONT size="2"><B><I>RCI Arrangements with its Subsidiaries</I></B></FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company has entered into a number of agreements with its subsidiaries,
including Wireless, Cable and Media. These agreements govern the
management, commercial and cost-sharing arrangements that the Company
has with its subsidiaries. The Company monitors
intercompany and related party agreements to ensure they remain beneficial to
the Company. The Company continually evaluates the expansion of existing
arrangements and the entry into new agreements.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Company&#146;s agreements with its subsidiaries have historically focused
on areas of operation in which joint or combined services provide
efficiencies of scale or other synergies. For example, in late 2001,
the Company began managing the call center operations of Wireless and
Cable, with a goal of improving productivity, increasing service
levels and reducing costs.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;More
recently, the Company&#146;s arrangements are increasingly
focusing on sales and marketing activities. In February 2004, the
board of directors of Rogers Cable and Rogers Wireless approved two additional arrangements.
</font>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="2%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>

<TD width="96%"><FONT size="2"><i>Distribution.</i>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Rogers Wireless will provide management
services to Rogers Cable in connection with the distribution of Rogers Cable products and services
through retail outlets and dealer channels and will also manage Rogers Cable&#146;s e-commerce relationships.
Rogers Wireless may manage other distribution relationships for Rogers Cable if mutually agreed by both partners.</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="top">
    <TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="2%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD><FONT size="2"><I>Rogers Business Services.</I>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Rogers Wireless will establish a division, Rogers
Business Solutions, that will provide a single point to contact to
offer the full range of Rogers Wireless products and
services and Rogers Cable&#146;s products and services to small and medium businesses and, in the case of
telecommunication virtual private network services, to corporate business accounts and employees.</FONT></TD>
</TR>
</table>


<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The definitive terms
and conditions of the agreements between Rogers Cable and Rogers
Wireless relating to these arrangements
will be subject to the approval of the audit committee of both Rogers
Wireless&#146; and Rogers Cable&#146;s board of directors.
</font>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
addition, the Company continues
to look for other operations and activities that can be shared or
jointly operated with other
companies within the Rogers group. Specifically, the expansion of inter-company
arrangements relating to sales and marketing activities as well as other arrangements
that may result in greater integration with other companies within
the Rogers group are being considered. In the future,
market conditions may require RCI to further strengthen its arrangements to better coordinate
and integrate its sales and marketing and operational activities with
its affiliated companies.
Any new arrangements will be entered into
only if the Company believe such arrangements are in each company&#146;s best
interests.
</font>

<P align="center"><FONT size="2">&nbsp;</FONT>
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<P align="center"><FONT size="2">55
</FONT>

<P align="left"><FONT size="2"><I>Management Services Agreement</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each of Wireless, Cable and Media has entered into a management services
agreement with Rogers under which Rogers agrees to provide executive, administrative, financial, strategic planning, information
technology and various other services to each subsidiary. Those services relate
to, among other things, assistance with tax advice, Canadian regulatory
matters, financial advice (including the preparation of business plans and
financial projections and the evaluation of PP&#038;E expenditure proposals),
treasury services, service on the subsidiary&#146;s Boards of Directors and on
committees of the Boards of Directors, advice and assistance in relationships
with employee groups, internal audits, investor relations, purchasing and legal services. In
return for these services, each of the subsidiaries has agreed to pay Rogers
fees, which, in the case of Cable and Media, is an amount equal to 2% of their
respective consolidated revenue for each fiscal quarter, subject to certain
exceptions, and, in the case of Wireless, is an amount equal to the greater of
$8&nbsp;million per year (adjusted for changes in the Canadian Consumer Price Index
from January&nbsp;1, 1991) and an amount determined by both Rogers and the
independent directors serving on the Audit Committee of Wireless.
</FONT>
<P align="left"><FONT size="2"><I>Call Centres</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company is a party to agreements with Wireless and Cable pursuant to
which the Company provides customer service functions through its call centres.
Wireless and Cable pay the Company commissions for new subscriptions, products
and service options purchased by subscribers through the call centres. The
Company is reimbursed for the cost of providing these services based on the
actual costs incurred. The Company, under the agreement, cannot
charge additional amounts that exceed an agreed upon cost per call
rate multiplied by actual call volume. The assets used in the
provision of these services are owned by Wireless and Cable. This
agreement is for an indefinite term and is terminable upon 90 days
notice.
</FONT>
<P align="left"><FONT size="2"><I>Accounts Receivable</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company manages the subscriber account collection of activities of
Wireless and Cable. Wireless and Cable are responsible, however, for the costs
incurred in the collection and handling of their accounts.
</FONT>
<P align="left"><FONT size="2"><I>Cost Sharing and Services Agreements</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company has entered into other cost sharing and services agreements
with its subsidiaries in the areas of accounting, purchasing, human resources,
real estate administration, accounts payable processing, remittance processing,
payroll processing, e-commerce, the RCI data centre and other common services
and activities. Generally, these services are provided to the RCI subsidiaries
by the Company and are on renewable terms of one year and may be terminated by
either party on 30 to 90&nbsp;days notice. To the extent that RCI incurs expenses
and makes PP&#038;E expenditures, these costs are typically reimbursed by the
Company, on a cost recovery basis, in accordance with the services provided on
behalf of the Company by RCI.
</FONT>
<P align="left"><FONT size="2"><I>Corporate Opportunity</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Rogers and Wireless have agreed under a business areas and transfer
agreement that Rogers will, subject to any required regulatory, lender or other
approvals, continue to conduct all of its cellular telephone operations and
related mobile communications businesses through Wireless. Rogers believes
that by conducting its cellular telephone operations and related mobile
communications business through Wireless, the potential for conflicts of
interest between Wireless and Rogers and directors or officers of Rogers who
are also directors or officers of Wireless will be reduced.
</FONT>
<P align="center"><FONT size="2">&nbsp;</FONT>
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<P align="center"><FONT size="2">56</FONT>

<P align="left"><FONT size="2"><I>Minority Shareholders Protection Agreement</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company has entered into a shareholder protection agreement with
Wireless that extends certain protections to holders of Wireless&#146; Class&nbsp;B
Restricted Voting Shares (&#147;RWCI&#146;s Restricted Voting Shares&#148;). The Company has
agreed with Wireless that:
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">in respect to a &#147;going-private&#148; transaction involving Wireless
proposed by Rogers or insiders, associates or affiliates thereof:</FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&#150;</FONT></TD>
    <TD width="93%"><FONT size="2">a formal valuation of RWCI&#146;s Restricted Voting Shares will be
prepared by an independent valuer,</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&#150;</FONT></TD>
    <TD width="93%"><FONT size="2">the consideration offered per share will not be less than the
value or will be within or exceed the range of values per share
arrived at in the formal valuation and</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&#150;</FONT></TD>
    <TD width="93%"><FONT size="2">such transaction will be subject to approval by the majority of
the minority of RWCI&#146;s Restricted Voting Shares (minority
shareholders will exclude the Company&#146;s affiliates); and</FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">in respect to an issuer bid or insider bid made by Rogers or any of
its subsidiaries relating to Wireless:</FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&#150;</FONT></TD>
    <TD width="93%"><FONT size="2">a formal valuation will be prepared by an independent valuer,
and</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&#150;</FONT></TD>
    <TD width="93%"><FONT size="2">the consideration offered per share to holders of RWCI&#146;s
Restricted Voting Shares will not be less than 66 2/3% of the value
(or of the midpoint of the range of values) arrived at in the formal
valuation.</FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company and Wireless have also agreed under the terms of the
shareholder protection agreement that a committee of independent directors of
Wireless will be responsible for the selection of the independent valuer and
will review and report to the Board of Directors on any transaction. The Board
of Directors will be required to disclose its reasonable belief as to the
desirability or fairness of the transaction to holders of RWCI&#146;s Restricted
Voting Shares.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The shareholder protection agreement provides certain instances in which a
transaction is not subject to the valuation and minority approval requirements,
including if the price to be offered to all shareholders is arrived at through
arm&#146;s length negotiations with a selling holder of a sizeable block of RWCI&#146;s
Restricted Voting Shares, provided such holder had full knowledge and access to
information concerning Wireless. Further, a going-private transaction will not
be subject to minority shareholder approval where 90% or more of the
outstanding RWCI&#146;s Restricted Voting Shares are held by Rogers or its
affiliates. Rogers has agreed that, so long as Rogers owns or controls shares
representing 50% or more of the voting interest of the shares of the Company,
Rogers will not vote any of RWCI&#146;s Restricted Voting Shares which it may own or
control with respect to the election of the three directors to be elected by
the holders of RWCI&#146;s Restricted Voting Shares as a class.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The provisions of the shareholder protection agreement may not be waived
or amended by Rogers or Wireless without the approval of the majority of
holders of RWCI&#146;s Restricted Voting Shares, excluding any holder who was an
affiliate of the Wireless. The rights and obligations under the shareholder
protection agreement are in addition to any applicable requirements of law and
regulatory authorities.
</FONT>
<P align="center"><FONT size="2">&nbsp;</FONT>
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<P align="center"><FONT size="2">57
</FONT>

<P align="left"><FONT size="2"><B>Arrangements between RCI Subsidiaries</B>
</FONT>

<P align="left"><FONT size="2"><I>Invoicing of Common Customers</I></FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant
to an agreement with Cable, Wireless purchases the accounts receivables of
Cable for common subscribers who elect to receive a consolidated invoice.
Wireless is compensated for costs of bad debts, billing costs and
services and other determinable costs by purchasing these receivables at a discount. The
discount is based on actual costs incurred for the services provided and is
reviewed periodically. This agreement is for a term of one year.
</FONT>
<P align="left"><FONT size="2"><I>Distribution of Wireless&#146; Products and Services</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Cable and Wireless have entered into an agreement for the sale of the
Company&#146;s products and services through the Rogers Video retail outlets owned
by Cable. Wireless pays Cable commissions for new subscriptions equivalent to
amounts paid to third-party distributors.
</FONT>
<P align="left"><FONT size="2"><I>Distribution of Cable&#146;s Products and Services</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Wireless has agreed to provide retail field support to Cable and to
represent Cable in the promotion and sales of its business products and
services. Under the retail field support agreement, Wireless&#146; retail sales
representatives receive sales commissions for achieving sales targets with
respect to Cable products and services, the cost of which to Wireless is
reimbursed by Cable.
</FONT>
<P align="left"><FONT size="2"><I>Transmission Facilities</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Wireless
has entered into agreements with Cable to share the construction and
operating costs of
certain co-located fibre-optic transmission and microwave facilities. The costs
of these facilities are allocated based on usage or ownership, as
applicable. Since there are
significant fixed costs associated with these transmission links, Wireless and
Cable have achieved economies of scale by sharing these facilities resulting in
reduced capital costs. In addition, Wireless receives payments from Cable for
the use of its data, circuits, data transmission and links. The price of these
services is based on usage or ownership, as applicable.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, the Company continues to look for other operations and activities that can be shared or jointly operated with other companies within the Rogers group. Specifically, is the consideration of the expansion of inter-company arrangements relating to sales and marketing activities as well as other arrangements that may result in greater integration with other companies within the Rogers group. Cable also may receive billing and
other services from Rogers Wireless in connection with its launch of
voice-over-cable telephony services. If Rogers Telecom assumes
responsibility for providing voice-over cable telephony services,
Cable would enter into an agreement with Rogers Telecom relating to,
among other things, the use of Cable&#146;s network. In the future, market conditions may require RCI to further strengthen its arrangements to better coordinate and integrate its sales and marketing and operational activities within the company.</FONT>

<P align="left"><FONT size="2"><B>AT&#038;T Arrangements</B>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In November 1996, Wireless entered into a long-term strategic alliance
with AT&#038;T Corp., its affiliate AT&#038;T Canada Enterprises Inc. (&#147;AT&#038;T Canada
Enterprises&#148;) and its then affiliates, AWE and AT&#038;T Canada. AT&#038;T Canada, now
renamed Allstream Inc., offers local and long-distance telephone and data
transmission services to business customers in Canada. This strategic alliance
included, among other things, a brand licence agreement under which Wireless
was granted a licence to use, on a co-branded basis, the AT&#038;T brand in
connection with the marketing of its wireless communications services.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In 1999, Wireless entered into a renewed long-term strategic alliance with
AWE, AT&#038;T Canada Enterprises and AT&#038;T Canada involving a number of agreements.
In January 2003, the Company&#146;s supply and marketing agreement and
non-competition agreement with AT&#038;T Canada were terminated. The relevant
agreements between Wireless and AWE, AT&#038;T Canada Enterprises or AT&#038;T Canada, as
applicable, are described below.
</FONT>
<P align="left"><FONT size="2"><I>Brand Licence Agreement</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Wireless entered into an amended brand licence agreement with AT&#038;T Canada
Enterprises under which it was granted a licence to use the AT&#038;T brand on a
co-branded basis in connection with the marketing of Wireless&#146; services. In
December 2003, Wireless and AT&#038;T Canada Enterprises amended the brand licence
agreement to permit Wireless to terminate the agreement at any time, but not
later than March&nbsp;31, 2004. Wireless has given notice of
termination that will become effective March&nbsp;8, 2004.
Following a windup period of nine months, Wireless will cease to use the AT&#038;T brand
and will thereafter carry on business as Rogers Wireless. Wireless is
required to pay a royalty of approximate $2.5&nbsp;million per month to AT&#038;T Canada
Enterprises during the windup period until Rogers Wireless ceases to advertise
using the AT&#038;T brand.
</FONT>
<P align="center"><FONT size="2">&nbsp;</FONT>
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<P align="center"><FONT size="2">58
</FONT>

<P align="left"><FONT size="2"><I>AWE Investment in Rogers Wireless</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In 1999,
as part of the renewed strategic alliance, AT&#038;T and British
Telecommunications plc (&#147;BT&#148;) created JVII, a partnership that was 50%
indirectly owned by each of AT&#038;T and BT, and, through JVII, they acquired an
equity interest of approximately 33 ?% in Rogers for a purchase price of
approximately $1.4&nbsp;billion in 1999. In preparation for its spin-off of AWE,
AT&#038;T transferred its interest in JVII to AWE. In June 2001, AWE acquired BT&#146;s
interest in JVII. Also in 2001, through JVII, AWE participated in an equity
rights offering to finance Wireless&#146; acquisition of additional spectrum
licences. AWE&#146;s equity interest is currently approximately 34.2%. As described
below, there are certain rights and restrictions associated with any future
sale of this interest in Wireless that JVII might contemplate.
</FONT>
<P align="left"><FONT size="2"><I>Mobile Wireless Marketing, Technology and Services Agreement</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Wireless entered into an amended and restated mobile wireless marketing,
technology and services agreement with AWE that enables them to share marketing
and technology information and requires the parties to work together to develop
networks with common features for their respective subscribers. This
agreement may be terminated at any time by either party. No amounts are
payable under the agreement.
</FONT>
<P align="left"><FONT size="2"><I>Roaming Agreement</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Wireless maintains a reciprocal roaming agreement with AWE whereby AWE
provides wireless communications services to Wireless&#146; subscribers when they
travel to the U.S. and the Company provides the same services to AWE
subscribers when they travel to Canada. This agreement may be terminated upon
short notice by either party.
</FONT>
<P align="left"><FONT size="2"><I>Over-the-Air Activation Agreement</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Wireless currently utilizes the services of AWE for automated
&#147;over-the-air&#148; (&#147;OTA&#148;) programming of subscriber handsets. The current
agreement with AWE expires March&nbsp;31, 2004, at which time the Company will
assume responsibility for OTA programming.
</FONT>
<P align="left"><FONT size="2"><B>Shareholders Agreement</B>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In connection with the JVII investment described above, the Company,
Wireless, and JVII entered into a shareholders agreement. Pursuant to the
shareholders agreement, Rogers has agreed as a shareholder of Wireless to cause
JVII to have the following rights:
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">various governance rights with respect to Wireless and its
wholly-owned subsidiary, RWI, including the ability to nominate four
directors to each Board of Directors and representation on each
committee of such Boards of Directors;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">the ability to nominate any Chief Technology Officer for Wireless or RWI;
</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">the requirement for JVII&#146;s
consent to certain transactions involving Wireless or RWI including;</FONT></TD>
</TR>
</TABLE>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">



<TR valign="top">
    <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&#150;</FONT></TD>
    <TD width="93%"><FONT size="2">a sale of all or substantially all of its assets, including a sale of control of RWI;</FONT></TD>
</TR>
<TR>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
<TD></TD>
<TD></TD>
<TD></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&#150;</FONT></TD>
    <TD width="93%"><FONT size="2">a decision by Wireless or RWI to carry on a business other than specified wireless businesses;</FONT></TD>
</TR>
<TR>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
<TD></TD>
<TD></TD>
<TD></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&#150;</FONT></TD>
    <TD width="93%"><FONT size="2">certain issuances of equity securities by Wireless;</FONT></TD>
</TR>
<TR>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
<TD></TD>
<TD></TD>
<TD></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&#150;</FONT></TD>
    <TD width="93%"><FONT size="2">the entering into by Wireless
with certain competitors of AWE of any material contract which is
outside the ordinary course of wireless business.</FONT></TD>
</TR>
<TR>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
<TD></TD>
<TD></TD>
<TD></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&#150;</FONT></TD>
    <TD width="93%"><FONT size="2">certain amalgamations, mergers or
business combinations; and</FONT></TD>
</TR>
<TR>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
<TD></TD>
<TD></TD>
<TD></TD>
</TR>

<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&#150;</FONT></TD>
    <TD width="93%"><FONT size="2">the entering into of certain
related party transactions;</FONT></TD>
</TR>
<TR>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
<TD></TD>
<TD></TD>
<TD></TD>
</TR>

<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&#150;</FONT></TD>
    <TD width="93%"><FONT size="2">the issuance of indebtedness by
Wireless that would result in total indebtedness for borrowed money
outstanding in excess of five times earnings before interest, taxes,
depreciation and amortization (&#147;EBITDA&#148;) based on 12-month
trailing EBITDA calculated on a consolidated basis;</FONT></TD>
</TR>
<TR>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
<TD></TD>
<TD></TD>
<TD></TD>
</TR>

<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&#150;</FONT></TD>
    <TD width="93%"><FONT size="2">the grant by the Company to JVII of a
right to make a first offer and a right of first negotiation in
respect of that offer if the Company wishes to transfer its shares of
Wireless (other than to members of the Rogers group of companies or
pursuant to other exceptions)</FONT></TD>
</TR>
<TR>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
<TD></TD>
<TD></TD>
<TD></TD>
</TR>



</TABLE>
<P align="center"><FONT size="2">&nbsp;</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<P align="center"><FONT size="2">59
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The shareholders agreement also provides for, among other things:
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">JVII&#146;s agreement to support any going-private transaction relating to
Wireless which is initiated by RCI and which does not dilute JVII&#146;s
equity and voting interest in Wireless, subject to certain liquidity
rights in favour of AWE;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">a requirement that JVII convert all of the Class&nbsp;A Multiple Voting
Shares owned by it into Class&nbsp;B Restricted Voting Shares if any person
other than AWE and permitted transferees become the beneficial owners
of, directly or indirectly, more than a majority of the equity shares of
JVII, or have the power, in law or in fact, to direct the management and
policies of JVII;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">the grant by RCI to JVII of the right to make a first offer, and a
right of first negotiation in respect to that offer, if RCI wishes to
sell any shares of Wireless (other than to members of the Rogers group
of companies, the Rogers Family or pursuant to other exceptions);</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">the grant by JVII to RCI of the right to make a first offer, and a
right of first negotiation in respect to that offer, if JVII decides to
sell any of its shares of Wireless;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">certain shotgun rights of first refusal in the event that a material
competitor of AWE acquires control of the Company at a time when, among
other requirements, the Brand Licence Agreement is in effect (on March
8, 2004, Wireless will begin transitioning its branding to Rogers
Wireless from Rogers AT&#038;T Wireless); and</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Wireless has agreed that if Wireless proposes to issue treasury
shares, each of the Company and JVII has a pre-emptive right to purchase
additional shares of Wireless in order to maintain their respective
voting and equity interests in Wireless (subject to exceptions).</FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If JVII notifies RCI that it wishes to sell all or any portion of its
shares of Wireless and if RCI does not purchase those shares under its right of
first offer and right of first negotiation, JVII may sell the shares to third
parties provided, amongst other things, that (i)&nbsp;any Class&nbsp;A Multiple Voting
Shares of the Company to be sold are first converted into Class&nbsp;B Restricted
Voting Shares, (ii)&nbsp;such shares are sold to any third party at a price greater
than the highest price offered to RCI under its right of first offer and first
negotiation and (iii)&nbsp;JVII may not sell to any one third party, shares
representing more than 5% of the equity of Wireless (or 10% in the case of
certain service providers to Wireless) to any one party.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The shareholders agreement terminates in certain circumstances, including
(subject to exceptions) in the event that JVII ceases to own at least 20% of
the equity shares of Wireless.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Concurrently with entering into of the shareholders agreement, Wireless
entered into a registration rights agreement with JVII. Under that agreement,
in connection with a sale by JVII of shares of Wireless to a third party or
parties, JVII is entitled, subject to certain limitations, to require Wireless
to qualify the sale of such shares pursuant to a prospectus or registration
statement filed with Canadian or U.S. securities regulators.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Other
Related Party Transactions
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Company has entered into certain transactions with companies, the
partners or senior officers of which are directors of the Company
and/or its subsidiary companies. During 2003, total amounts paid by
the Company to these related parties for legal services, commissions
paid on premiums for insurance coverage and other services aggregated
$6.1&nbsp;million (2002 - $7.0&nbsp;million), for interest charges of
$15.1 million (2002 - $8.5 million) and for underwriting fees related to financing transactions and
telecommunications and programming services amounting to
$59.2&nbsp;million (2002 - $60.4&nbsp;million).</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Company also received $0.2 million (2002 - $0.1 million) from RTL for
rent and office services.
</FONT>

<P align="center"><FONT size="2">&nbsp;</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
<P align="center"><FONT size="2">60
</FONT>


<P><FONT SIZE="2">OUTSTANDING SHARE DATA</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Set out below is the
outstanding share date for the Company as at December&nbsp;31, 2003.
For additional detail, please see Note&nbsp;11 to the Consolidated
Financial Statements.</FONT>
<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="55%">
<TR valign="bottom">
    <TD width="90%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
</TR>
<TR valign="bottom">
<TD><FONT size="2"><B>Common Shares</B></FONT></TD>
</TR>
<TR valign="bottom">
<TD><FONT size="2">Class&nbsp;A Voting</FONT></TD>
<TD align="right"><FONT size="2">56,235,394</FONT></TD>
</TR>
<TR valign="bottom">
<TD><FONT size="2">Class&nbsp;B Non-Voting</FONT></TD>
<TD align="right"><FONT size="2">177,241,646</FONT></TD>
</TR>
</TABLE>
</CENTER>

<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="55%">
<TR valign="bottom">
    <TD width="90%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
</TR>
<TR valign="bottom">
<TD><FONT size="2"><B>Options to Purchase Class&nbsp;B Non-Voting Shares</B></FONT></TD>
</TR>
<TR valign="bottom">
<TD><FONT size="2">Outstanding Options</FONT></TD>
<TD align="right"><FONT size="2">18,981,033</FONT></TD>
</TR>
<TR valign="bottom">
<TD><FONT size="2">Exercisable Options</FONT></TD>
<TD align="right"><FONT size="2">12,171,834</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P><FONT size="2"><B>Securities Convertible into Class&nbsp;B Non-Voting
Shares</B></FONT>

<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="55%">
<TR valign="bottom">
    <TD width="80%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
</TR>

<TR valign="bottom">
<TD align="center"><FONT size="1"><B>Class</B></FONT><BR><HR size="1" noshade></TD>
<TD>&nbsp;</TD>
<TD align="center" colspan="3"><FONT size="1"><B>Number or
Amount<BR>Outstanding</B></FONT><BR><HR size="1" noshade></TD>
<TD>&nbsp;</TD>
<TD align="center" colspan="3"><FONT size="1"><B>Number of
Shares<BR>Issuable on Conversion</B></FONT><BR><HR size="1" noshade></TD>
</TR>
<TR valign="bottom">
<TD><FONT size="2">Series E Convertible Preferred Shares</FONT></TD>
<TD>&nbsp;</TD>
<TD align="right"><FONT size="2">&nbsp;</FONT></TD>
<TD align="right"><FONT size="2">104,488</FONT></TD>
<TD>&nbsp;</TD>
<TD>&nbsp;</TD>
<TD>&nbsp;</TD>
<TD align="right"><FONT size="2">104,488</FONT></TD>
<TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
<TD><FONT size="2">Convertible Preferred Securities</FONT></TD>
<TD>&nbsp;</TD>
<TD align="right"><FONT size="2">$</FONT></TD>
<TD align="right"><FONT size="2">600,000,000</FONT></TD>
<TD>&nbsp;</TD>
<TD>&nbsp;</TD>
<TD>&nbsp;</TD>
<TD align="right"><FONT size="2">17,142,840</FONT></TD>
<TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
<TD><FONT size="2">Convertible Senior Debentures</FONT></TD>
<TD>&nbsp;</TD>
<TD align="right"><FONT size="2">$</FONT></TD>
<TD align="right"><FONT size="2">290,589,000</FONT></TD>
<TD>&nbsp;</TD>
<TD>&nbsp;</TD>
<TD>&nbsp;</TD>
<TD align="right"><FONT size="2">7,726,270</FONT></TD>
<TD>&nbsp;</TD>
</TR>
</TABLE>
</CENTER>

<P align="left"><FONT size="2">DIVIDENDS AND OTHER PAYMENTS ON RCI EQUITY SECURITIES
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In May 2003, the RCI Board of Directors (the &#147;Board&#148;) adopted a dividend
policy that provides for dividends aggregating, annually, $0.10 per share to be
paid on each outstanding Class&nbsp;A Voting Share and Class&nbsp;B Non-Voting Share.
Pursuant to this policy, the dividends are to be paid twice yearly in the amount of $0.05 per share to holders of record of such shares on the
record date established by the Board for each dividend at the time such
dividend is declared. These dividends are currently scheduled to be made on
the first trading day following January 1 and July 1 in each year. As noted
below, the first such semi-annual dividend pursuant to the policy was
paid July&nbsp;2, 2003. Payment of these dividends on the Class&nbsp;A Voting and Class&nbsp;B
Non-Voting Shares requires that a semi-annual dividend in the amount of $0.05
per share be paid at the same time on the Series&nbsp;E Preferred Shares.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The dividend policy will be reviewed periodically by the Board. The
declaration and payment of dividends are at the sole discretion of the Board
and depend on, among other things, RCI&#146;s financial condition, general business
conditions, legal restrictions regarding the payment of dividends by it, some
of which are referred to below, and other factors which the Board may, from
time-to-time, consider to be relevant. As a holding company with no direct
operations, the Company relies on cash dividends and other payments from its
subsidiaries and its own cash balances to pay dividends to the Company&#146;s
shareholders. The ability of the Company&#146;s subsidiaries to pay such amounts to
the Company is limited and is subject to the various risks as outlined in this
discussion, including, without limitation, legal and contractual restrictions
contained in instruments governing subsidiary debt.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;During 2003, the Board declared dividends in aggregate of $0.10 per share
on each of its outstanding Class&nbsp;B Non-Voting Shares, Class&nbsp;A Voting Shares and
Series&nbsp;E Preferred Shares, $0.05 of which were paid on July&nbsp;2, 2003 to
shareholders of record on June&nbsp;16, 2003 and $0.05 of which was
paid on January&nbsp;2, 2004 to shareholders of record on December&nbsp;12, 2003.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;During the year ended December&nbsp;31, 2002, no dividends were declared on
Class&nbsp;A Voting Shares, Class&nbsp;B Non-Voting Shares, Series&nbsp;B Preferred Shares and
Series&nbsp;E Preferred Shares held by members of its Management Share Purchase
Plan. Prior to 2000, no dividends had been declared on the Class&nbsp;A Voting
Shares or Class&nbsp;B Non-Voting Shares since the fiscal year ended August&nbsp;31,
1982. In fiscal 2000, dividends aggregating $10.2&nbsp;million were paid on the
Class&nbsp;A Voting Shares, the Class&nbsp;B Non-Voting Shares, the Series&nbsp;B Preferred
Shares and the Series&nbsp;E Preferred Shares. During the year ended December&nbsp;31,
2001, $14,000 of dividends declared in 2001 were paid on Series&nbsp;B Preferred
Shares and Series&nbsp;E Preferred Shares held by members of its Management Share
Purchase Plan. Dividends may not be paid in respect of the Class&nbsp;A Voting
Shares or Class&nbsp;B Non-Voting Shares unless all accrued and unpaid dividends in
respect of its Preferred Shares have been paid or provided for. As at
December&nbsp;31, 2002, the Company had declared and paid all dividends scheduled to be paid
in respect of its Preferred Shares pursuant to the terms of such Preferred
Shares. The Company paid dividends in respect of its Preferred Shares and
distributions in respect of its Convertible Preferred securities in aggregate
amounts of approximately $20.3&nbsp;million, $18.6&nbsp;million,
$18.6&nbsp;million,
$20.3&nbsp;million and $29.8&nbsp;million for the years ends December&nbsp;31, 1999, 2000, 2001, 2002 and 2003
respectively, in each case net of income taxes and exclusive of dividends paid
to subsidiary companies. In 2002, the Company accreted interest, excluding
acquisition costs as described in Note 11 (c)&nbsp;to the Consolidated Financial
Statements of approximately $15.4&nbsp;million on the Company Preferred Securities,
net of income tax recovery of $9.7&nbsp;million and $16.5&nbsp;million on the Company&#146;s
Collateralized Equity Securities.
</FONT>

<P align="left"><FONT size="2">COMMITMENTS AND CONTRACTUAL
OBLIGATIONS<SUP>1</SUP>
</FONT>

<P align="left"><FONT size="2"><I>Contractual Obligations</I></FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company&#146;s material obligations under firm contractual arrangements,
including commitments for future payments under long-term debt arrangements,
mortgage and capital lease obligations and operating lease arrangements are
summarized below as at December&nbsp;31, 2003 and are fully disclosed in Notes 10
and 19 of the Audited Consolidated Financial Statements.
</FONT>
<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
    <TD width="10%">&nbsp;</TD>

    <TD width="3%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>

    <TD width="3%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>

    <TD width="3%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>

    <TD width="3%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>

    <TD width="3%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>

</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Less</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Than 1</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>After 5</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Year</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>1-3 Years</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>4-5 Years</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Years</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Total</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>

</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Long-term Debt</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">6,400</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">946,473</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">1,503,485</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">2,479,543</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">4,935,901</FONT></TD>
</TR>

<TR valign="bottom">
    <TD nowrap><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Mortgages and Capital Leases</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">5,098</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">27,791</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,313</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">129</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">34,331</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Operating Leases</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">114,824</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">191,874</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">127,499</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">85,633</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">519,830</FONT></TD>

</TR>

<TR valign="bottom">
    <TD nowrap><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Purchase Obligation</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">101,243</FONT></TD>
    <TD nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">44,504</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">47,056</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">125,811</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">318,614</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Other Long-Term Liabilities
reflected on the Balance
Sheet Under GAAP</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">38,607</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">28,585</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">7,765</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">347</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">75,304</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Total</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">266,172</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">1,239,227</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">1,687,118</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">2,691,463</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">5,883,980</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
</TR>
</TABLE>
</CENTER>
<P align="left"><FONT size="2">(1)&nbsp; The amended wireless bank
credit facility will mature on May&nbsp;31, 2006 if our Senior
Secured Notes due 2006 are not repaid (by refinancing or otherwise)
on or prior to December&nbsp;31, 2005. If these notes are repaid,
then the amended bank credit facility will mature on
September&nbsp;30, 2007 if our Senior Secured Notes due 2007 are not
repaid (by refinancing or otherwise) on or prior to April&nbsp;30, 2007.
</FONT>
<P align="left"><FONT size="2">(2)&nbsp; Purchase obligations consist
of agreements to purchase goods and services that are enforceable and legally binding and that specify all significant terms including fixed or minimum quantities to be purchased, price provisions and timing of the transaction. In addition, we incur expenditures for other items that are volume-dependant. An estimate of what we will spend in 2004 on these items is as follows:
</FONT>

<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
    <TD width="10%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="84%">&nbsp;</TD>
</TR>

<TR valign="top">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">i.</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">Wireless is required to pay annual spectrum
licensing and CRTC contribution fees to Industry Canada. We estimate
our total payment obligations to Industry Canada will be
approximately $60.0&nbsp;million in  2004.</FONT></TD>
</TR>

<TR valign="top">
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="top">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">ii.</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">Payments to acquire customers in the form of
commissions and payments to retain customers in the form of residuals
are made pursuant to contracts with distributors at Wireless. We
estimate that payments to these distributors and other retailers will
be approximately $340.0&nbsp;million in 2004.</FONT></TD>
</TR>

<TR valign="top">
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="top">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">iii.</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">We are required to make payments to other
communications providers for interconnection, roaming and other
services at Wireless. We estimate the total payment obligation to be
approximately $145.0&nbsp;million in 2004.</FONT></TD>
</TR>

<TR valign="top">
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="top">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">iv.</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">We estimate our total payments to a major
network infrastructure supplier at Wireless to be approximately
$165.0&nbsp;million in 2004.</FONT></TD>
</TR>

<TR valign="top">
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="top">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">v.</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">Based on Cable&#146;s approximately
2.3&nbsp;million basic cable subscribers as of December&nbsp;31,
2003, the Company estimates that its total payment obligation to
programming suppliers in 2004 will be approximately
$399.9&nbsp;million, including amounts payable to the copyright
collectives and the Canadian programming production funds. The
Company estimates that Rogers Video will spend approximately
$62.7&nbsp;million in 2004 on the acquisition of videocassettes, DVDs
and video games (as well as non-rental merchandise) for rental or
sale in Rogers Video stores. In addition, the Company expects to pay
an additional amount of approximately $24.9&nbsp;million in 2004 to movie studios as part of its revenue-sharing arrangements with those studios.</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P align="center"><FONT size="2">&nbsp;</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>




<P align="center"><FONT size="2">61
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<P align="center"><FONT size="2">62
</FONT>

<P align="left"><FONT size="2">FIVE YEAR FINANCIAL SUMMARY
</FONT>

<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="90%">
<TR valign="bottom">
    <TD width="3%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="34%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Years ended December 31</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>(thousands of dollars, except per share</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>amounts)</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2003</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2002</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2001</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2000</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>1999</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD colspan="3">&nbsp;</TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="3"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Income and Cash Flow</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">

<TD colspan="3"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Operating
Revenue <SUP>(1)</SUP></FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Cable</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">1,788,122</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">1,614,554</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">1,446,599</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">1,301,672</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">1,157,024</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Wireless</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2,207,794</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,891,514</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,640,889</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,544,883</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,354,365</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Media</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">854,992</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">810,805</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">721,710</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">681,023</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">607,604</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Corporate and eliminations</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(59,052</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(50,088</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">4,772</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="3"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">4,791,856</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">4,266,785</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">3,813,970</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">3,527,578</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">3,118,993</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">

<TD colspan="3"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Operating Profit <SUP>(2)</SUP></FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Cable</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">663,474</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">563,480</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">516,805</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">457,777</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">411,205</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Wireless</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">727,572</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">527,687</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">411,945</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">410,924</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">422,328</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Media</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">106,724</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">87,635</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">68,306</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">77,390</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">77,252</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Corporate and eliminations</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(48,874</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(37,188</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(44,535</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(28,366</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(16,957</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="3"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,448,896</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,141,614</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">952,521</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">917,725</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">893,828</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Net Income (loss)
<SUP>(4)</SUP></FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">129,193</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">312,032</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">(464,361</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">127,520</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">977,916</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">

<TD colspan="3"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Cash flow from operations <SUP>(3)</SUP></FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">984,749</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">642,433</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">470,471</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">770,781</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">495,200</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">

<TD colspan="3"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Additions
to PP&#038;E</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">963,742</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">1,261,983</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">1,420,747</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">1,212,734</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">832,423</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="3"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Average Class&nbsp;A and Class&nbsp;B shares
outstanding (000&#146;s)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">225,918</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">213,570</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">208,644</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">203,761</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">189,805</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD colspan="3"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Per Share
Earnings (loss)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">0.35</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">1.05</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">(2.56</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">0.37</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">5.01</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="3"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Balance Sheet</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD colspan="3"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Assets</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>

<TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Property
Plant and Equipment</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">5,039,304</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">5,051,998</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">4,717,731</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">4,047,329</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">3,539,160</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Goodwill and other intangible assets</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2,291,855</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2,315,734</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2,134,925</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,601,433</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,379,582</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P align="center"><FONT size="2">&nbsp;</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<P align="center"><FONT size="2">63
</FONT>

<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="90%">
<TR valign="bottom">
    <TD width="3%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="34%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Years ended December 31</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>(thousands of dollars, except per share</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>amounts)</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2003</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2002</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2001</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2000</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>1999</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD colspan="3">&nbsp;</TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Investments</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">229,221</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">223,937</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,047,888</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">972,648</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">554,241</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Other assets</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">905,115</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">932,834</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">909,835</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,127,190</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">683,627</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="3"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">8,465,495</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">8,524,503</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">8,810,379</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">7,748,600</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">6,156,610</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD colspan="3"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Liabilities and Shareholders&#146; Equity
(Deficiency)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Long-term debt</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">5,305,016</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">5,687,471</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">4,990,357</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">3,957,662</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">3,594,966</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Accounts payable and other liabilities</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,199,757</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,272,745</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,192,165</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,232,463</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,016,754</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Future income taxes</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">27,716</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">137,189</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">145,560</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">138,803</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Non-controlling interest</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">193,342</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">132,536</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">186,377</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">88,683</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">132,459</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Shareholders&#146; equity (deficiency)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,767,380</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,404,035</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2,304,291</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2,324,232</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,273,628</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD colspan="3"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">8,465,495</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">8,524,503</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">8,810,379</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">7,748,600</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">6,156,610</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</CENTER>

<P align="left"><FONT size="2">(1)&nbsp; As reclassified. See the
&#147; - Recent Accounting Standards- Revenue Recognition
&#148; section.</FONT><BR>
<BR>



<P align="left"><FONT size="2">(2)&nbsp; Operating profit is defined as income before depreciation, amortization,
interest, income taxes, non-operating items.<BR><BR>

(3)&nbsp;Cash flow from operations before changes in working capital amounts.<BR>
<BR>
(4)&nbsp;Restated for the change in accounting of foreign exchange translation.
</FONT>
<P align="center"><FONT size="2">&nbsp;</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>


<P align="center"><FONT size="2">64
</FONT>

<P align="left"><FONT size="2">QUARTERLY SUMMARY &#150; 2003
</FONT>

<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="95%">
<TR valign="bottom">
    <TD width="3%">&nbsp;</TD>
    <TD width="49%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center" colspan="2"><FONT size="1"><B>(thousands of dollars,</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center" colspan="2"><FONT size="1"><B>except per share amounts)</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Dec 31</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Sept 30</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>June 30</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Mar 31</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD colspan="2">&nbsp;</TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2"><B>Income Statement</B></FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">

<TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Operating
Revenue <SUP>(1)</SUP></FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Cable</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">475,092</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">445,646</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">434,386</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">432,998</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>

<TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Wireless <SUP>(2)</SUP></FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">589,599</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">588,615</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">532,462</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">497,118</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Media</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">243,869</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">194,691</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">219,706</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">196,726</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Corporate and eliminations</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(16,920</FONT></TD>
    <TD><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(17,329</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(13,341</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(11,462</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>
<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>


<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,291,640</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,211,623</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,173,213</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,115,380</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">

<TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Operating
profit <SUP>(3)</SUP></FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Cable</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">176,721</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">167,585</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">161,878</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">157,290</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Wireless</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">166,921</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">222,295</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">182,546</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">155,810</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Media</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">42,610</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">20,988</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">37,106</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">6,020</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Corporate</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(16,942</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(10,762</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(11,324</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(9,846</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>
<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>


<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">369,310</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">400,106</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">370,206</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">309,274</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
<TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Other expense (recovery)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Depreciation &#038; Amortization</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">273,851</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">261,666</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">256,427</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">248,319</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Operating income</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">95,459</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">138,440</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">113,779</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">60,955</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Interest on long-term debt</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(115,364</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(121,944</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(128,010</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(123,547</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Other income (expense)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">50,558</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(12,045</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">96,860</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">109,620</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Income tax recovery (expense)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">36,400</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(3,039</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(3,372</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(7,132</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Non-controlling interest</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,784</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(18,854</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(25,197</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(16,158</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>
<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>


<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2"><B>Net income (loss)&nbsp;for the period</B></FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">68,837</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">(17,442</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">54,060</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">23,738</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>


<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Net income (loss)&nbsp;per share -Basic</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">0.24</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">(0.13</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">0.18</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">0.06</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">

<TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Operating profit margin % <SUP>(3)</SUP></FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Cable</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">37.2</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">37.6</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">37.3</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">36.3</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Wireless</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">28.3</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">37.8</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">34.3</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">31.3</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Media</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">17.5</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">10.8</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">16.9</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">3.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>


<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Consolidated</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">28.6</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">33.0</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">31.6</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">27.7</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>


<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2"><B>Other Statistics</B></FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">

<TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Cash flow
from operations<SUP>(4)</SUP></FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">274,496</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">277,602</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">244,108</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">188,543</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Additions
to PP&#038;E</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">307,758</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">244,722</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">222,312</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">188,950</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</CENTER>

<P align="left"><DIV style="margin-left:20px; text-indent:-20px"><FONT size="2">(1)&nbsp; Effective January 1, 2004, we
adopted new accounting standards regarding the timing of revenue
recognition and classification of certain items as revenue  or
expense. See the &#147; Recent Accounting Developments - Revenue  Recognition
&#148; section for details with respect to the impact of this
reclassification. All periods presented above are reclassified.
</FONT>
<BR>

<P align="left"><FONT size="2">(2)&nbsp; Wireless revenue restated to
record gross roaming revenue.</FONT>

<P align="left"><FONT size="2">(3)&nbsp;Operating profit is defined as income before depreciation, amortization,
interest, income taxes, non-operating items.</FONT>

<P align="left"><FONT size="2">(4)&nbsp;Cash flow from operations before changes in working capital amounts.
</FONT></DIV>

<P align="center"><FONT size="2">&nbsp;</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<P align="center"><FONT size="2">65
</FONT>

<P align="left"><FONT size="2">QUARTERLY SUMMARY &#150; 2002
</FONT>

<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="95%">
<TR valign="bottom">
    <TD width="3%">&nbsp;</TD>
    <TD width="49%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center" colspan="2"><FONT size="1"><B>(thousands of dollars,</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center" colspan="2"><FONT size="1"><B>except per share amounts)</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Dec 31</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Sept 30</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>June 30</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Mar 31</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD colspan="2">&nbsp;</TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2"><B>Income Statement</B></FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">

<TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Operating
Revenue <SUP>(1)</SUP></FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Cable</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">426,515</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">409,235</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">394,218</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">384,586</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>

<TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Wireless <SUP>(2)</SUP></FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">503,001</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">512,871</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">461,018</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">414,624</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Media</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">233,023</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">187,395</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">213,570</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">176,817</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Corporate and eliminations</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(14,124</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(12,945</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(12,035</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(10,984</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>



<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,148,415</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,096,556</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,056,771</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">965,043</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">

<TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Operating
profit <SUP>(3)</SUP></FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Cable</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">156,328</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">139,771</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">136,067</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">131,314</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Wireless</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">123,148</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">160,906</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">132,782</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">110,851</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Media</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">34,468</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">18,804</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">30,129</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">4,234</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Corporate</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(10,483</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(8,717</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(10,630</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(7,358</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>
<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>


<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">303,461</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">310,764</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">288,348</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">239,041</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
<TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Other expense (recovery)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">5,850</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(12,331</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Depreciation &#038; Amortization</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">251,836</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">246,534</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">247,227</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">235,861</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>


<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Operating income</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">45,775</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">64,230</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">41,121</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">15,511</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Interest on long-term debt</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(131,502</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(133,107</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(118,035</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(108,635</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Other income (expense)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">798,569</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(48,692</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(216,923</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(12,241</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Income tax recovery (expense)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(31,832</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">11,564</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">105,365</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(10,367</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Non-controlling interest</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">17,145</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">6,241</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(324</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">18,169</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>


<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2"><B>Net income (loss)&nbsp;for the period</B></FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">698,155</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">(99,764</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">(188,796</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">(97,563</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>
<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>


<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Net income (loss)&nbsp;per share -Basic</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">3.22</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">(0.68</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">(0.96</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">(0.53</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">

<TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Operating profit margin % <SUP>(3)</SUP></FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Cable</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">36.7</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">34.2</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">34.5</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">34.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Wireless</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">24.5</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">31.4</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">28.8</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">26.7</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Media</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">14.8</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">10.0</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">14.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2.4</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>


<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Consolidated</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">26.4</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">28.3</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">27.3</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">24.8</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>


<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2"><B>Other Statistics</B></FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">

<TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Cash flow from operations<SUP>(4)</SUP></FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">168,679</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">173,344</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">174,415</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">125,995</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">

<TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Additions
to PP&#038;E</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">389,925</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">305,359</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">324,656</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">242,043</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</CENTER>


<P align="left"><DIV style="margin-left:20px; text-indent:-20px"><FONT size="2">(1)&nbsp; Effective January 1, 2004, we
adopted new accounting standards regarding the timing of revenue
recognition and classification of certain items as revenue  or
expense. See the &#147; Recent Accounting Developments - Revenue  Recognition
&#148; section for details with respect to the impact of this
reclassification. All periods presented above are reclassified.
</FONT>

<P align="left"><FONT size="2">(2)&nbsp; Wireless revenue restated to record gross roaming revenue.</FONT>

<P align="left"><FONT size="2">(3)&nbsp;Operating profit is defined as income before depreciation, amortization,
interest, income taxes, non-operating items.</FONT>

<P align="left"><FONT size="2">(4)&nbsp;Cash flow from operations before changes in working capital amounts.</FONT>
</DIV>
<P align="center"><FONT size="2">&nbsp;</FONT>
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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
<P align="center"><FONT size="2">66
</FONT>

<P align="left"><FONT size="2">ADDITIONAL INFORMATION
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Additional information relating to the Company may be found on SEDAR at
www.sedar.com.
</FONT>


<P align="center"><FONT size="2">&nbsp;</FONT>




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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Consolidated Financial Statements of</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2"><B>&nbsp;</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2"><B>ROGERS COMMUNICATIONS INC.</B></FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002</FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2">&nbsp;</FONT>
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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>




<P align="left"><FONT size="2"><B>ROGERS COMMUNICATIONS INC.</B>
</FONT>

<P align="left"><FONT size="2"><B>MANAGEMENT&#146;S RESPONSIBILITY FOR FINANCIAL REPORTING</B></FONT>

<DIV align="left"><FONT size="2"><B>December&nbsp;31, 2003</B></FONT></DIV>

<P align="left"><FONT size="2">The accompanying consolidated financial statements of Rogers Communications
Inc. and its subsidiaries and all the information in Management&#146;s Discussion
and Analysis are the responsibility of management and have been approved by the
Board of Directors.
</FONT>
<P align="left"><FONT size="2">The financial statements have been prepared by management in accordance with
Canadian generally accepted accounting principles. The financial statements
include certain amounts that are based on the best estimates and judgements of
management, and in their opinion present fairly, in all material respects,
Rogers Communications Inc.&#146;s financial position, results of operations and cash
flows. Management has prepared the financial information presented elsewhere
in Management&#146;s Discussion and Analysis and has ensured that it is consistent
with the financial statements.
</FONT>
<P align="left"><FONT size="2">Management of Rogers Communications Inc., in furtherance of the integrity of
the financial statements, has developed and maintains a system of internal
controls, which is supported by the internal audit function. Management
believes the internal controls provide reasonable assurance that transactions
are properly authorized and recorded, financial records are reliable and form a
proper basis for the preparation of financial statements and that Rogers
Communications Inc.&#146;s assets are properly accounted for and safeguarded. The
internal control processes include management&#146;s communication to employees of
policies that govern ethical business conduct.
</FONT>
<P align="left"><FONT size="2">The Board of Directors is responsible
for overseeing management&#146;s responsibility for
financial reporting and is ultimately responsible for
reviewing and approving the financial statements. The Board carries out this
responsibility through its Audit Committee.
</FONT>
<P align="left"><FONT size="2">The Audit Committee meets periodically with management, as well as the internal
and external auditors, to discuss internal controls over the financial
reporting process, auditing matters and financial reporting issues; to satisfy
itself that each party is properly discharging its responsibilities; and, to
review Management&#146;s Discussion and Analysis, the financial statements and the
external auditors&#146; report. The Audit Committee reports its findings to the
Board for consideration when approving the financial statements for issuance to
the shareholders. The Committee also considers, for review by the Board and
approval by the shareholders, the engagement or re-appointment of the external
auditors.
</FONT>
<P align="left"><FONT size="2">The financial statements have been audited by KPMG LLP, the external auditors,
in accordance with Canadian generally accepted auditing standards on behalf of
the shareholders. KPMG LLP has full and free access to the Audit Committee.
</FONT>
<P align="left"><FONT size="2">&nbsp;
</FONT>


<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
    <TD valign="top"><FONT size="2">/s/ Edward S. Rogers</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">/s/ Alan D. Horn</FONT></TD>
</TR>
<TR valign="bottom">
    <TD width="53%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="42%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><FONT size="2">Edward S. Rogers, O.C</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Alan D. Horn, C.A.</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">President and Chief Executive Officer</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Vice President, Finance and Chief</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Financial Officer</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P align="center"><FONT size="2">&nbsp;</FONT>
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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<P align="left"><FONT size="2"><B>AUDITORS&#146; REPORT TO THE SHAREHOLDERS</B>
</FONT>

<P align="left"><FONT size="2">We have audited the consolidated balance sheets of Rogers Communications Inc.
as at December&nbsp;31, 2003 and 2002 and the consolidated statements of income,
deficit and cash flows for the years then ended. These financial statements
are the responsibility of the Company&#146;s management. Our responsibility is to
express an opinion on these financial statements based on our audits.
</FONT>
<P align="left"><FONT size="2">We conducted our audits in accordance with Canadian generally accepted auditing
standards. Those standards require that we plan and perform an audit to obtain
reasonable assurance whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.
</FONT>
<P align="left"><FONT size="2">In our opinion, these consolidated financial statements present fairly, in all
material respects, the financial position of the Company as at December&nbsp;31,
2003 and 2002 and the results of its operations and its cash flows for the
years then ended in accordance with Canadian generally accepted accounting
principles. As required by the Company Act (British Columbia), we report that,
in our opinion, these principles have been applied, after giving retroactive
effect to the change in the accounting policy relating to asset retirement
obligations (note 2(d)) and except for the change in the method of accounting
for long-lived assets (note 2(e)), on a basis consistent with that of the
preceding year.
</FONT>
<P align="left"><FONT size="2">/s/ KPMG LLP
</FONT>

<P align="left"><FONT size="2">Chartered Accountants</FONT>

<P align="left"><FONT size="2">Toronto, Canada</FONT>

<P align="left"><FONT size="2">January&nbsp;28, 2004, except as to
Note&nbsp;23, which  is as of November&nbsp;19, 2004.</FONT>

<P align="center"><FONT size="2">&nbsp;</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>


<P align="left"><FONT size="2"><B>ROGERS COMMUNICATIONS INC.</B></FONT>

<DIV align="left"><FONT size="2">Consolidated Balance Sheets<BR>
(In thousands of dollars)</FONT></DIV>

<P align="left"><FONT size="2">December&nbsp;31, 2003 and 2002</FONT>

<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
    <TD width="5%">&nbsp;</TD>
    <TD width="63%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2003</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2002</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">
<B>Assets</B></FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">
<B>Current assets</B></FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:20px; text-indent:-10px"><FONT size="2">
Accounts receivable</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">550,830</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">512,127</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:20px; text-indent:-10px"><FONT size="2">
Cash and cash equivalents</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">26,884</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:20px; text-indent:-10px"><FONT size="2">
Other current assets(note 8)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">178,993</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">172,279</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">
</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">729,823</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">711,290</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">
Property, plant and equipment (note 4)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">5,039,304</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">5,051,998</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">
Goodwill (note 5(a))</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,891,636</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,892,060</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">
Other intangible assets (note 5(b))</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">400,219</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">423,674</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">

<TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Investments (note 6)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">229,221</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">223,937</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">
Deferred charges (note 7)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">142,480</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">184,840</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">
Other long term assets (note 8)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">32,812</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">36,704</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">

<TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>

    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">8,465,495</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">8,524,503</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">
<B>Liabilities and Shareholders&#146; Equity</B></FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">
<B>Liabilities</B></FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">
<B>Current liabilities</B></FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD colspan="2"><DIV style="margin-left:20px; text-indent:-10px"><FONT size="2">Bank advances, arising from outstanding cheques</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">10,288</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>


<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:20px; text-indent:-10px"><FONT size="2">Accounts
 payable and accrued liabilities</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,021,559</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,078,856</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
 <TD colspan="2"><DIV style="margin-left:20px; text-indent:-10px"><FONT size="2">Current
portion of long-term debt (note 10)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">11,498</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">11,980</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:20px; text-indent:-10px"><FONT size="2">Unearned revenue</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">97,577</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">110,320</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>

<TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,140,922</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,201,156</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Long-term debt (note 10)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">5,293,518</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">5,675,491</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Deferred gain (note 10(e)(ii))</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">19,225</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">21,847</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">
Other long term liabilities</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">51,108</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">61,722</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">
Future income taxes (note 13)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">27,716</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">6,504,773</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">6,987,932</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Non-controlling interest</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">193,342</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">132,536</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Shareholders&#146; equity (note 11)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,767,380</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,404,035</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">8,465,495</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">8,524,503</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P align="left"><FONT size="2">Commitments (note 19)<BR>
Guarantees (note 20)<BR>
Contingent liabilities (note 21)<BR>
Canadian and United States accounting policy differences (note 22)<BR>
Subsequent events (notes 6(a) and 23))<BR><BR>
See accompanying notes to consolidated financial statements.<BR><BR>
On behalf of the Board:
</FONT>

<P align="left"><FONT size="2">___________________________ Director</FONT>

<P align="left"><FONT size="2">___________________________ Director</FONT>

<P align="center"><FONT size="2">1</FONT>
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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<P align="left"><FONT size="2"><B>ROGERS COMMUNICATIONS INC.</B><BR>
Consolidated Statements of Income<BR>
(In thousands of dollars, except per share amounts)</FONT>

<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002</FONT>

<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
    <TD width="5%">&nbsp;</TD>
    <TD width="65%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2003</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2002</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>


<TR valign="bottom" bgcolor="#eeeeee">
<TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Operating
revenue (note 23 (c))</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">4,791,856</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">4,266,785</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">

<TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Cost of sales (Note 23 (c))</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">642,243</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">545,684</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>


<TR valign="bottom" bgcolor="#eeeeee">
<TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Sales and marketing expenses (Note 23 (c))</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">742,781</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">697,579</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
<TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Operating, general and administrative expenses (Note 23 (c))</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,957,936</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,881,908</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Other (note 12)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(6,481</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Depreciation and amortization</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,040,263</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">981,458</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Operating income</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">408,633</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">166,637</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Interest on long-term debt</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">488,865</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">491,279</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(80,232</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(324,642</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Gain on disposition of AT&#038;T Canada Deposit
Receipts (note 6(c))</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">904,262</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Gain (loss)&nbsp;on sales of other investments (note 6(d))</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">17,902</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(565</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Write-down of investments (note 6(e))</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(300,984</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Losses from investments accounted for by
the equity method</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(54,033</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(100,617</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Gain (loss)&nbsp;on repayment of long-term
debt (note 10(e))</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(24,839</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">10,117</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Foreign exchange gain (note 2(g))</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">303,707</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">6,211</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Investment and other income, net</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2,256</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2,289</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Income before income taxes and
non-controlling interest</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">164,761</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">196,071</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Income tax expense (reduction) (note 13):</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Current</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,675</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">12,396</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Future</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(24,532</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(87,126</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>
<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(22,857</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(74,730</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>
<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Income before non-controlling interest</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">187,618</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">270,801</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Non-controlling interest</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(58,425</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">41,231</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Net income for the year</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">129,193</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">312,032</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Earnings per share (note 14):</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Basic</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">0.35</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">1.05</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Diluted</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">0.34</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">0.83</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;See accompanying notes to consolidated financial statements.
</FONT>
<P align="center"><FONT size="2">2</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
<P align="left"><FONT size="2"><B>ROGERS COMMUNICATIONS INC.</B><BR>
Consolidated Statements of Deficit<BR>
(In thousands of dollars)
</FONT>

<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002</FONT>

<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
    <TD width="72%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2003</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2002</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Deficit, beginning of year</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">(415,589</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">(660,022</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Net income for the year</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">129,193</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">312,032</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Dividends on Class&nbsp;A Voting and Class&nbsp;B
Non-Voting Shares</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(23,238</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Dividends on Series&nbsp;E Preferred Shares</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(11</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Distribution on Convertible Preferred
Securities (note 11(c))</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(29,791</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(20,262</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Accretion on Collateralized Equity Securities (note 11(c))</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(19,745</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Accretion on Preferred Securities (note 11(c))</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(27,592</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Deficit, end of year</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">(339,436</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">(415,589</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P align="left"><FONT size="2">See accompanying notes to consolidated financial statements.
</FONT>

<P align="center"><FONT size="2">3</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<P align="left"><FONT size="2"><B>ROGERS COMMUNICATIONS INC.</B><BR>
Consolidated Statements of Cash Flows<BR>
(In thousands of dollars)</FONT>

<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002</FONT>

<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
    <TD width="3%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="64%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2003</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2002</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="3"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Cash provided by (used in):</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD colspan="3"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Operating activities:</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Net income for the year</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">129,193</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">312,032</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Adjustments to reconcile net income to
net cash flows from operating activities:</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Depreciation and amortization</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,040,263</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">981,458</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Future income taxes</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(24,532</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(87,126</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Non-controlling interest</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">58,425</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(41,231</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Change in estimate of sales tax liability</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(19,157</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Unrealized foreign exchange gain</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(290,661</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(3,546</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Write-down of investments</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">300,984</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Loss (gain)&nbsp;on sales of other investments</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(17,902</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">565</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Gain on disposition of AT&#038;T Canada Deposit Receipts</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(904,262</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Loss (gain)&nbsp;on repayment of long-term debt</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">24,839</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(10,117</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Losses from investments accounted for by
the equity method</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">54,033</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">100,617</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Accrued interest due on repayment of certain notes</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">10,167</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">10,767</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Dividends from associated companies</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">924</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,449</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="3"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">984,749</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">642,433</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>

<TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Change
in non-cash operating items (notes 9(a) and 23(c))</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(49,405</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">73,878</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="3"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">935,344</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">716,311</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD colspan="3"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Financing activities:</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Issue of long-term debt</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,589,518</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2,977,330</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Repayment of long-term debt</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(1,691,480</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(2,445,131</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Proceeds on termination of cross-currency interest rate
exchange agreements</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">225,210</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Premium on early repayment of long-term debt</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(19,348</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(21,773</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Financing costs incurred</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(6,220</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(27,399</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Redemption of Preferred and Collateralized equity instruments</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(1,317,040</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Issue of capital stock</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">252,011</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">5,729</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Distribution on Convertible Preferred Securities</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(33,000</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(33,000</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Dividends on Class&nbsp;B Non-Voting, Class&nbsp;A Voting
and Series&nbsp;E Preferred shares</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(11,607</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD colspan="3"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">79,874</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(636,074</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="3"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Investing activities:</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Additions to property, plant and equipment</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(963,742</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(1,261,983</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>


<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
<TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Change
in non-cash working capital items related to property, plant and
equipment (note 23(c))</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(81,416</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">52,238</FONT></TD>
    <TD nowrap><FONT size="2">&nbsp;</FONT></TD>
</TR>



<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Proceeds on disposition of AT&#038;T Canada Deposit Receipts</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,280,357</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>




<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Proceeds on sales of other investments</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">20,705</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">12,088</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Acquisitions, net of cash acquired</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(103,425</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Other investments</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(27,937</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(49,829</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD colspan="3"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(1,052,390</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(70,554</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="3"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Increase (decrease)&nbsp;in cash and cash equivalents</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(37,172</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">9,683</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD colspan="3"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Cash and cash equivalents, beginning of year</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">26,884</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">17,201</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="3"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Cash and cash equivalents (deficiency), end of year</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">(10,288</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">26,884</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P align="left"><FONT size="2">Cash and cash equivalents (deficiency)&nbsp;are defined as cash and short-term
deposits, which have an original maturity of less than 90&nbsp;days, less bank
advances.
</FONT>
<P align="left"><FONT size="2">For supplemental cash flow information and disclosure of non-cash transactions,
see note 9(b).
</FONT>
<P align="left"><FONT size="2">See accompanying notes to consolidated financial statements.
</FONT>
<P align="center"><FONT size="2">4</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
<P align="left"><FONT size="2"><B>ROGERS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements<BR>
(Tabular amounts in thousands of dollars, except per share amounts)<BR><BR></FONT>

<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>1.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>Nature of the business:</B></FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">Rogers Communications Inc. (&#147;RCI&#148;) is a Canadian communications company,
carrying on business on a national basis, engaged in cable television,
Internet access and video retailing through its wholly owned subsidiary,
Rogers Cable Inc. (&#147;Cable&#148;), wireless voice, messaging and data services
through its 55.8% ownership of Rogers Wireless Communications Inc.
(&#147;Wireless&#148;), and in radio and television broadcasting, televised home
shopping and publishing through its wholly owned subsidiary, Rogers Media
Inc. (&#147;Media&#148;). RCI and its subsidiary companies are collectively referred
to herein as the Company.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>2.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>Significant accounting policies:</B></FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(a)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Basis of presentation:</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">The consolidated financial statements are prepared in accordance with
Canadian generally accepted accounting principles (&#147;GAAP&#148;) and differ
in certain significant respects from U.S. GAAP as described in note 22.
The consolidated financial statements include the accounts of RCI and
its subsidiary companies. Intercompany transactions and balances are
eliminated on consolidation. When RCI&#146;s subsidiaries issue additional
common shares to unrelated parties, RCI accounts for these issuances as
if the Company had sold a portion of its interest in that subsidiary
and, accordingly, records a gain or loss on dilution of RCI&#146;s interest.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Investments over which the Company is able to exercise significant
influence are accounted for by the equity method. Other investments
are recorded at cost. Investments are written down when there is
evidence that a decline in value that is other than temporary has
occurred.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(b)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Property, plant and equipment:</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Property, plant and equipment (&#147;PP&#038;E&#148;) are recorded at purchase cost.
During construction of new assets, direct costs plus a portion of
applicable overhead costs are capitalized. Repairs and maintenance
expenditures are charged to operating expense as incurred.</FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2">5</FONT>
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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>


<P align="left"><FONT size="2"><B>ROGERS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements (continued)<BR>
(Tabular amounts in thousands of dollars, except per share amounts)</FONT>

<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>2.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>Significant accounting policies (continued):</B></FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(c)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Depreciation:</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">PP&#038;E are depreciated annually over their estimated useful lives as
follows:</FONT></TD>
</TR>
</TABLE>
<CENTER>



<TABLE cellspacing="0" border="0" cellpadding="0" width="93%" align="right">
<TR valign="bottom">

    <TD width="53%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>

    <TD width="4%">&nbsp;</TD>
    <TD width="11%">&nbsp;</TD>
    <TD width="9%">&nbsp;</TD>

    <TD width="3%">&nbsp;</TD>

    <TD width="3%">&nbsp;</TD>
    <TD width="11%">&nbsp;</TD>
    <TD width="9%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center"><FONT size="1"><B>Asset</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Basis</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Rate</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom">
    <TD bgcolor="#eeeeee"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Buildings</FONT></DIV></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
<TD valign="top" bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="2" align="left" bgcolor="#eeeeee"><FONT size="2">Diminishing balance</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right" bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right" bgcolor="#eeeeee"><FONT size="2">5%</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Towers, head-ends and transmitters</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
<TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="2" align="left"><FONT size="2">Straight line</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="3" nowrap align="right"><FONT size="2">6-2/3% to 10%</FONT></TD>
</TR>

<TR valign="bottom">
    <TD bgcolor="#eeeeee"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Distribution cable, subscriber drops
and wireless network equipment</FONT></DIV></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
<TD valign="top" bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="2" align="left" bgcolor="#eeeeee"><FONT size="2">Straight line</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="3" nowrap align="right" bgcolor="#eeeeee"><FONT size="2">6-2/3% to 25%</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Wireless network radio base
station equipment</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
<TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="2" align="left"><FONT size="2">Straight line</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="3" nowrap align="right"><FONT size="2">12-1/2% to 14-1/3%</FONT></TD>
</TR>

<TR valign="bottom">
    <TD bgcolor="#eeeeee"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Computer equipment and software</FONT></DIV></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
<TD valign="top" bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="2" align="left" bgcolor="#eeeeee"><FONT size="2">Straight line</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="3" nowrap align="right" bgcolor="#eeeeee"><FONT size="2">14-1/3% to 33-1/3%</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Customer equipment</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
<TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="2" align="left"><FONT size="2">Straight line</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="3" nowrap align="right"><FONT size="2">20% to 33-1/3%</FONT></TD>
</TR>

<TR valign="bottom">
    <TD bgcolor="#eeeeee"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Leasehold improvements</FONT></DIV></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
<TD valign="top" bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="2" align="left" bgcolor="#eeeeee"><FONT size="2">Straight line</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="3" nowrap align="right" bgcolor="#eeeeee"><FONT size="2">Over term of lease</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Other equipment</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
<TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="2" align="left"><FONT size="2">Mainly diminishing balance</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="3" nowrap align="right"><FONT size="2">20% to 33-1/3%</FONT></TD>
</TR>
</TABLE>
</CENTER>
<br clear="all">
<P>&nbsp;

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(d)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Asset retirement obligations:</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Effective January&nbsp;1, 2003, the Company retroactively adopted The
Canadian Institute of Chartered Accountants&#146; (&#147;CICA&#148;) Handbook Section
3110, &#147;Asset Retirement Obligations&#148;, which harmonizes Canadian GAAP
with U.S. Financial Accounting Standards Board&#146;s (&#147;FASB&#148;) Statement No.
143, &#147;Accounting for Asset Retirement Obligations&#148;. The standard
provides guidance for the recognition, measurement and disclosure of
liabilities for asset retirement obligations and the associated asset
retirement costs. The standard applies to legal obligations associated
with the retirement of a tangible long-lived asset that result from
acquisition, construction, development or normal operations.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">The standard requires the Company to record the fair value of a
liability for an asset retirement obligation in the year in which it is
incurred and when a reasonable estimate of fair value can be made. The
standard describes the fair value of a liability for an asset
retirement obligation as the amount at which that liability could be
settled in a current transaction between willing parties, that is,
other than in a forced or liquidation transaction. The Company is
subsequently required to allocate that asset retirement cost to expense
using a systematic and rational method over the asset&#146;s useful life.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">The adoption of this standard had no material impact on the Company&#146;s
financial position, results of operations or cash flows.</FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2">6</FONT>
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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>


<P align="left"><FONT size="2"><B>ROGERS COMMUNICATIONS INC.</B><BR>
 Notes to Consolidated Financial Statements (continued)<BR>
(Tabular amounts in thousands of dollars, except per share amounts)</FONT>

<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>2.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>Significant accounting policies (continued):</B></FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(e)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Long-lived assets:</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Effective January&nbsp;1, 2003, the Company adopted CICA Handbook Section
3063, &#147;Impairment of Long-Lived Assets&#148;. Long-lived assets, including
PP&#038;E and intangible assets with finite useful lives, are amortized over
their useful lives. The Company reviews long-lived assets for
impairment annually or more frequently if events or changes in
circumstances indicate that the carrying amount may not be recoverable.
If the sum of the undiscounted future cash flows expected to result
from the use and eventual disposition of a group of assets is less than
its carrying amount, it is considered to be impaired. An impairment
loss is measured as the amount by which the carrying amount of the
group of assets exceeds its fair value. At December&nbsp;31, 2003, no such
impairment had occurred.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">For the year ended December&nbsp;31, 2002, the Company&#146;s policy was to
review the recoverability of PP&#038;E annually or more frequently if events
or circumstances indicated that the carrying amount may not be
recoverable. Recoverability was measured by comparing the carrying
amounts of a group of assets to future undiscounted net cash flows
expected to be generated by that group of assets. As at December&nbsp;31,
2002, no such impairment had occurred. Intangible assets with definite
lives were tested for impairment by comparing their book values with
the undiscounted cash flows expected to be received from their use. At
December&nbsp;31, 2002, no impairment had occurred.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(f)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Goodwill and intangible assets:</FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR valign="top">
    <TD width="7%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(i)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="89%"><FONT size="2">Goodwill:</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Goodwill is the residual amount that results when the purchase price
of an acquired business exceeds the sum of the amounts allocated to
the tangible and intangible assets acquired, less liabilities
assumed, based on their fair values. When the Company enters into a
business combination, the purchase method of accounting is used.
Goodwill is assigned as of the date of the business combination to
reporting units that are expected to benefit from the business
combination.</FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2">7</FONT>
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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>


<P align="left"><FONT size="2"><B>ROGERS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements (continued)<BR>
(Tabular amounts in thousands of dollars, except per share amounts)</FONT>

<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>2.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>Significant accounting policies (continued):</B></FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="7%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="89%"><FONT size="2">Goodwill is not amortized but instead is tested for impairment
annually or more frequently if events or changes in circumstances
indicate that the asset might be impaired. The impairment test is
carried out in two steps. In the first step, the carrying amount of
the reporting unit, including goodwill, is compared with its fair
value. When the fair value of the reporting unit exceeds its
carrying amount, goodwill of the reporting unit is not considered to
be impaired and the second step of the impairment test is
unnecessary. The second step is carried out when the carrying
amount of a reporting unit exceeds its fair value, in which case,
the implied fair value of the reporting unit&#146;s goodwill, determined
in the same manner as the value of goodwill is determined in a
business combination, is compared with its carrying amount to
measure the amount of the impairment loss, if any.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(ii)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Intangible assets:</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Intangible assets acquired in a business combination are recorded at
their fair values and all intangible assets are tested for
impairment annually or more frequently when events or changes in
circumstances indicate that their carrying amounts may not be
recoverable. Intangible assets with determinable lives are
amortized over their estimated useful lives and are tested for
impairment as described in note 2(e). Intangible assets having an
indefinite life, such as spectrum licences, are not being amortized
but instead are tested for impairment on an annual or more frequent
basis by comparing their fair values with book value. An impairment
loss on indefinite life intangible assets is recognized when the
carrying amount of the asset exceeds its fair value.</FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">The Company has tested goodwill and intangible assets with indefinite
lives for impairment at December&nbsp;31, 2003 and 2002 and determined no
impairment in the carrying value of these assets existed.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(g)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Foreign currency translation:</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Long-term debt denominated in U.S. dollars is translated into Canadian
dollars at the period-end rate of exchange. The effect of cross-currency
interest rate exchange agreements is shown separately in note 10.
Exchange gains or losses on translating long-term debt are recognized
in the consolidated statements of income. In 2003, foreign exchange
gains related to the translation of long-term debt totalled $290.7
million (2002 - $3.5&nbsp;million).</FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2">8</FONT>
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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>


<P align="left"><FONT size="2"><B>ROGERS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements (continued)<BR>
(Tabular amounts in thousands of dollars, except per share amounts)</FONT>

<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>2.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>Significant accounting policies (continued):</B></FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(h)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Deferred charges:</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">The costs of obtaining bank and other debt financing are deferred and
amortized on a straight-line basis over the effective life of the debt
to which they relate.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">During the development and pre-operating phases of new products and
businesses, related incremental costs are deferred and amortized on a
straight-line basis over periods of up to five years.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(i)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Inventories:</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Inventories are valued at the lower of cost, on a first-in, first-out
basis, and net realizable value. Video rental inventory, which
includes videocassettes, DVDs and video games, is depreciated to a
pre-determined residual value. The residual value of the video rental
inventory is recorded as a charge to operating expense upon the sale of
the video rental inventory. Depreciation of video rental inventory is
charged to operating expense on a diminishing-balance basis over a
six-month period.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(j)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Pension benefits:</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">The Company accrues its pension plan obligations as employees render
the services necessary to earn the pension. The Company uses the
current settlement discount rate to measure the accrued pension benefit
obligation and uses the corridor method to amortize actuarial gains or
losses (such as changes in actuarial assumptions and experience gains
or losses) over the average remaining service life of the employees.
Under the corridor method, amortization is recorded only if the
accumulated net actuarial gains or losses exceed 10% of the greater of
accrued pension benefit obligation and the value of the plan assets.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">The Company uses the following methods:</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

</TABLE>
<DIV>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="7%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(i)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="89%"><FONT size="2">The cost of pensions is actuarially determined using the
projected benefit method prorated on service and management&#146;s best
estimate of expected plan investment performance, salary
escalation and retirement ages of employees.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(ii)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">For the purpose of calculating the expected return on
plan assets, those assets are valued at fair value.</FONT></TD>
</TR>
</TABLE>
</DIV>

<P align="center"><FONT size="2">9</FONT>
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<P align="left"><FONT size="2"><B>ROGERS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements (continued)<BR>
(Tabular amounts in thousands of dollars, except per share amounts)</FONT>

<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>2.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>Significant accounting policies (continued):</B></FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="7%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(iii)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="89%"><FONT size="2">Past service costs from plan amendments are amortized on
a straight-line basis over the average remaining service period of
employees.</FONT></TD>
</TR>

</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(k)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Acquired program rights:</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Acquired program rights are carried at the lower of cost, less
accumulated amortization, or net realizable value. Acquired program
rights and the related liabilities are recorded when the licence period
begins and the program is available for use. The cost of acquired
program rights is amortized over the expected performance period of the
related programs. Net realizable value of acquired program rights is
reviewed using a daypart methodology.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(l)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Income taxes:</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Future income tax assets and liabilities are recognized for the future
income tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and liabilities
and their respective tax bases. Future income tax assets and
liabilities are measured using enacted or substantively enacted tax
rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled. A
valuation allowance is recorded against any future income tax asset if
it is more likely than not that the asset will not be realized. Income
tax expense is the sum of the Company&#146;s provision for current income
taxes and the difference between opening and ending balances of future
income tax assets and liabilities.</FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2">10</FONT>
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<P align="left"><FONT size="2"><B>ROGERS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements (continued)<BR>
(Tabular amounts in thousands of dollars, except per share amounts)</FONT>

<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002</FONT>




<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>2.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>Significant accounting policies (continued):</B></FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(m)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Financial instruments:</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">The Company uses derivative financial instruments to manage risks from
fluctuations in exchange rates and interest rates. These instruments
include cross-currency interest rate exchange agreements, interest rate
exchange agreements, foreign exchange forward contracts and, from time
to time, foreign exchange option agreements. All such instruments are
only used for risk management purposes and are designated as hedges of
specific debt instruments. The Company accounts for these financial
instruments as hedges and, as a result, the carrying values of the
financial instruments are not adjusted to reflect their current fair
value. The net receipts or payments arising from financial instruments
relating to interest are recognized in interest expense on an accrual
basis. Upon redesignation or amendment of a derivative financial
instrument, the carrying value of the instrument is adjusted to fair
value. If the related debt instrument that was hedged has been repaid,
then the gain or loss is recorded as a component of the gain or loss on
repayment of the debt. Otherwise, the gain or loss is deferred and
amortized over the remaining life of the original debt instrument.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">These instruments, which have been entered into by the Company to hedge
exposure to interest rate and foreign exchange risk, are periodically
examined by the Company to ensure that the instruments are highly
effective at reducing or modifying interest rate or foreign exchange
risk associated with the hedged item. For those instruments that do
not meet the above criteria, variations in their fair value are
marked-to-market on a current basis in the Company&#146;s consolidated
statements of income.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(n)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Revenue recognition:</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">The Company&#146;s principal sources
of revenue and recognition of these revenues for
financial statement purposes are as follows:</FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="7%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(i)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="89%"><FONT size="2">Monthly subscriber fees, in connection with wireless
services and equipment, cable and internet services and equipment,
equipment rental and media subscriptions, are recorded as revenue
on a pro rata basis over the month;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(ii)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Revenue from wireless airtime, wireless long-distance and
optional services, pay-per-view and video-on-demand services,
video rentals and other transactional sales of products are
recorded as revenue as the services or products are provided;</FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2">11</FONT>
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<P align="left"><FONT size="2"><B>ROGERS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements (continued)<BR>
(Tabular amounts in thousands of dollars, except per share amounts)</FONT>

<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>2.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>Significant accounting policies (continued):</B></FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="7%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(iii)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="89%"><FONT size="2">Advertising revenue is recorded in the period the
advertising airs on the Company&#146;s radio or television stations and
the period in which advertising is featured in the Company&#146;s media
publications; and</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="7%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(iv)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="89%"><FONT size="2">Monthly subscription revenues received by television
stations for subscriptions from cable and satellite providers are
recorded in the month in which they are earned.</FONT></TD>
</TR>

</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Unearned revenue includes subscriber deposits and amounts received from
subscribers related to services and subscriptions to be provided in
future periods.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(o)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Subscriber acquisition costs:</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">The Company expenses commissions and equipment subsidies related to the
acquisition of new wireless and cable subscribers upon activation.
Sales and marketing and other
associated costs related to the acquisition of new wireless, cable and
media subscribers are expensed as incurred.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(p)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Stock-based compensation and other stock-based payments:</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">The Company has a stock option plan for employees and directors. All
stock options issued under this plan have an exercise price equal to
the fair market value of the underlying Class&nbsp;B Non-Voting shares on
the date of grant. As a result, the Company records no compensation
expense on the grant of options to the Company&#146;s employees under the
plan. The Company discloses the pro forma effect of accounting for
these awards under the fair value-based method (note 11(d)).</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">The Company accounts for all stock-based payments to non-employees and
employee awards that are direct awards of stock, call for settlement in
cash or other assets, or are stock appreciation rights that call for
settlement by the issuance of equity instruments using the fair
value-based method.</FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2">12</FONT>
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<P align="left"><FONT size="2"><B>ROGERS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements (continued)<BR>
(Tabular amounts in thousands of dollars, except per share amounts)</FONT>

<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>2.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>Significant accounting policies (continued):</B></FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Stock-based awards that are settled in cash or may be settled in cash
at the option of employees or directors are recorded as liabilities.
The measurement of the liability and compensation cost for these awards
is based on the intrinsic value of the awards. Compensation cost for
the awards is recorded in operating income over the vesting period of
the award. Changes in the Company&#146;s payment obligation prior to the
settlement date is recorded in operating income over the vesting
period. The payment amount is established for these awards on the date
of exercise of the award by the employee.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">The Company also has an employee share purchase plan. Under the terms
of the plan, participating employees with the Company at the end of the
term of the plan, which is usually one year, receive a bonus based on a
percentage of their purchase. Compensation expense is recognized in
connection with the employee share purchase plan to the extent of the
bonus provided to employees from the market price of the Class&nbsp;B
Non-Voting shares on the date of issue. Consideration paid by
employees on the exercise of stock options or the purchase of shares is
recorded as share capital and contributed surplus. The stock option
plan and share purchase plan are more fully described in note 11(d).</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">The Company has a directors&#146; deferred share unit plan, under which
directors of the Company are entitled to elect to receive their
remuneration in deferred share units. Upon departure as a director,
these deferred share units are redeemed by the Company at the then
current Class&nbsp;B Non-Voting shares&#146; market price. Compensation expense
is recognized in the amount of the directors&#146; remuneration as their
services are rendered. The related accrued liability is adjusted to
the market price of the Class&nbsp;B Non-Voting shares at each balance sheet
date and the related adjustment is recorded in operating income. At
December&nbsp;31, 2003, a total of 109,604 (2002 - 83,350) deferred share
units were outstanding.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(q)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Earnings per share:</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">The Company uses the treasury stock method for calculating diluted
earnings per share. The diluted earnings per share calculation
considers the impact of employee stock options and other potentially
dilutive instruments, as described in note 14.</FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2">13</FONT>
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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<P align="left"><FONT size="2"><B>ROGERS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements (continued)<BR>
(Tabular amounts in thousands of dollars, except per share amounts)</FONT>

<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002</FONT>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>2.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>Significant accounting policies (continued):</B></FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(r)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Guarantees:</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Effective January&nbsp;1, 2003, the Company adopted CICA Accounting
Guideline 14, &#147;Disclosure of Guarantees&#148; (&#147;AcG-14&#148;) (note 20), which
requires a guarantor to disclose significant information about certain
types of guarantees that it has provided, including certain types of
indemnities and indirect guarantees of indebtedness to others, without
regard to the likelihood of whether it will have to make any payments
under the guarantees. The disclosure required by AcG-14 is in addition
to the existing disclosure required for contingencies.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(s)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Use of estimates:</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">The preparation of financial statements requires management to make
estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of
revenue and expenses during the year. Actual results could differ from
those estimates.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Key areas of estimation, where management has made difficult, complex
or subjective judgements, often as a result of matters that are
inherently uncertain are the provision for bad debts, the ability to
use income tax loss carryforwards and other future tax assets,
capitalization of labour and overhead, useful lives of all depreciable
assets, asset retirement obligations and the recoverability of PP&#038;E,
goodwill and intangible assets using estimates of future cash flows.
In addition, the Company has made significant investments in companies
or businesses, some of which have experienced significant operating
losses and/or experienced recent declines in market valuation.
Significant changes in the assumptions, including those with respect to
future business plans and cash flows, could change the recorded amounts
by a material amount. In addition, continuing declines in market
valuations and further operating losses of certain investees could
result in impairment of these investments.</FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2">14</FONT>
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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>


<P align="left"><FONT size="2"><B>ROGERS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements (continued)<BR>
(Tabular amounts in thousands of dollars, except per share amounts)</FONT>

<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>2.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>Significant accounting policies (continued):</B></FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(t)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Recent Canadian accounting pronouncements:</FONT></TD>
</TR>

</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR valign="top">
    <TD width="7%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(i)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="89%"><FONT size="2">Revenue arrangements with multiple deliverables:</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">In December 2003, the Emerging Issues Committee issued Abstract 142,
&#147;Revenue Arrangements with Multiple Deliverables&#148;, which the Company
will apply prospectively beginning January&nbsp;1, 2004. This Abstract
is consistent with the U.S. standard with the same title, and
addresses both when and how an arrangement involving multiple
deliverables should be divided into separate units of accounting and
how the arrangement&#146;s consideration should be allocated among
separate units. See note 23(c) for the impact of adoption of this
standard.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(ii)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Hedging relationships:</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">In November 2001, the CICA issued Accounting Guideline 13, &#147;Hedging
Relationships&#148; (&#147;AcG-13&#148;), and in November 2002, the CICA amended
the effective date of the guideline. AcG-13 establishes new
criteria for hedge accounting and will apply to all hedging
relationships in effect on or after January&nbsp;1, 2004. Effective
January&nbsp;1, 2004, the Company will re-assess all hedging
relationships to determine whether the criteria are met or not and
will apply the new guidance on a prospective basis. To qualify for
hedge accounting, the hedging relationship must be appropriately
documented at the inception of the hedge and there must be
reasonable assurance, both at the inception and throughout the term
of the hedge, that the hedging relationship will be effective.
Effectiveness requires a high correlation of changes in fair values
or cash flows between the hedged item and the hedging item. The
Company is currently determining the impact of the guideline.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(iii)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Stock-based compensation:</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">In 2003, the CICA amended Handbook Section&nbsp;3870, &#147;Stock-based
Compensation and other Stock-based Payments&#148;, to require the
recording of compensation expense on the granting of all stock-based
compensation awards, including stock options to employees,
calculated using the fair-value method. The Company will adopt this
standard on January&nbsp;1, 2004, retroactively without restatement.
If the Company were to use the Black-Scholes Option Pricing model for
calculating the fair value of stock-based compensation, the Company
would record a charge to opening retained earnings on
January&nbsp;1, 2004 of $7.0&nbsp;million related to stock options granted on
or after January&nbsp;1, 2002 (note 11(d)).</FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2">15</FONT>
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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<P align="left"><FONT size="2"><B>ROGERS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements (continued)<BR>
(Tabular amounts in thousands of dollars, except per share amounts)</FONT>

<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002</FONT>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>2.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>Significant accounting policies (continued):</B></FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="7%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(iv)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="89%"><FONT size="2">Consolidation of variable interest entities:</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">In June 2003, the CICA issued Accounting Guideline AcG-15,
&#147;Consolidation of Variable Interest Entities&#148; (&#147;AcG-15&#148;). AcG-15
addresses the consolidation of variable interest entities (&#147;VIEs&#148;),
which are entities which have insufficient equity at risk to finance
their operations without additional subordinated financial support
and/or entities whose equity investors lack one or more of the
specified essential characteristics of a controlling financial
interest. AcG-15 provides specific guidance for determining when an
entity is a VIE and who, if anyone, should consolidate the VIE.
AcG-15 will be applied in the Company&#146;s year beginning January&nbsp;1,
2005. The Company expects this to
result in its consolidating Blue Jays Holdco (note&nbsp;6&nbsp;(a)), which will
affect the reported amount of assets, liabilities, and revenues and
expenses. However, as the Company is presently recording 100% of
the losses of Blue Jays Holdco, the adoption of this standard will
have no impact on net income or earnings per share.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(v)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Generally accepted accounting principles:</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">In June 2003, the CICA released Handbook Section&nbsp;1100, &#147;Generally
Accepted Accounting Principles&#148;. This section establishes standards
for financial reporting in accordance with Canadian GAAP, and
describes what constitutes Canadian GAAP and its sources. This
section also provides guidance on sources to consult when selecting
accounting policies and determining appropriate disclosures when a
matter is not dealt with explicitly in the primary sources of GAAP.
The new standard is effective on a prospective basis beginning
January&nbsp;1, 2004. See note 23(c) for the impact of this section
on the consolidated financial statements.</FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2">16</FONT>
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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>


<P align="left"><FONT size="2"><B>ROGERS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements (continued)<BR>
(Tabular amounts in thousands of dollars, except per share amounts)</FONT>

<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>3.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>Acquisitions and divestitures:</B></FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
<TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%" colspan="2"><FONT size="2">The Company has completed certain acquisitions which were accounted for by
the purchase method.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(a)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Standard Radio Inc.:</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">In April 2002, the Company acquired the assets of 13 radio stations
from Standard Radio Inc. for total cash consideration of $103.4
million. The stations operate as an AM station in Toronto (the FAN),
an FM station in Orillia, two FM stations in Timmins and two FM
stations and an AM station in each of Sudbury, Sault Ste. Marie and
North Bay.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Details of the net assets acquired, at fair value, and the
consideration given, are as follows:</FONT></TD>
</TR>
</TABLE>
<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
    <TD width="82%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:60px"><FONT size="2">Fixed assets</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">5,000</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:60px"><FONT size="2">Goodwill</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">94,914</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:60px"><FONT size="2">Other intangible assets</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">3,840</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:60px"><FONT size="2">Other assets</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">4,659</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:60px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:60px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">108,413</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:60px"><FONT size="2">Accounts payable and accrued liabilities</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(4,988</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:60px"><FONT size="2">Total cash consideration</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">103,425</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(b)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Rogers Wireless Communications Inc.:</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">On March&nbsp;20, 2002, the Company exchanged, with five institutional
investors, 4,305,830 Class&nbsp;B Non-Voting shares of the Company for
4,925,000 Wireless Class&nbsp;B Restricted Voting shares. This transaction
increased the Company&#146;s ownership in Wireless from 52.4% to 55.8%.
This transaction had the impact of increasing goodwill by $92.2
million, reducing the carrying value of non-controlling interest by
$12.6&nbsp;million and increasing the carrying value of share capital and
contributed surplus by $104.8&nbsp;million.</FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2">17</FONT>
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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>


<P align="left"><FONT size="2"><B>ROGERS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements (continued)<BR>
(Tabular amounts in thousands of dollars, except per share amounts)</FONT>

<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002</FONT>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>4.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>Property, plant and equipment:</B></FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>

    <TD width="93%" colspan="2"><FONT size="2">Details of PP&#038;E are as follows:</FONT></TD>
</TR>
</TABLE>

<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="92%">
<TR valign="bottom">
    <TD width="34%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="7"><FONT size="1"><B>2003</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="7"><FONT size="1"><B>2002</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="7"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="7"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Net book</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Net book</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Cost</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>value</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Cost</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>value</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Land and buildings</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">313,695</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">263,262</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">298,273</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">257,673</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Towers, head-ends
and transmitters</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">593,757</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">282,612</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">536,060</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">278,632</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Distribution cable and
subscriber drops</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">3,438,248</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,855,201</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">3,136,545</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,785,510</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Wireless network
equipment</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2,629,608</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,369,704</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2,419,035</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,363,028</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Wireless network radio
base station equipment</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,375,739</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">465,172</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,347,891</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">489,992</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Computer equipment
and software</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,193,064</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">397,867</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,108,670</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">460,549</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Customer equipment</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">613,741</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">212,026</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">613,997</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">256,144</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Leasehold improvements</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">168,296</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">67,224</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">161,159</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">66,571</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Other equipment</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">416,722</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">126,236</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">317,245</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">93,899</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">10,742,870</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">5,039,304</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">9,938,875</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">5,051,998</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="97%"><FONT size="2">Depreciation expense for 2003 amounted to $973.6&nbsp;million (2002 - $928.8
million).</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="97%"><FONT size="2">PP&#038;E not yet in service and, therefore, not depreciated at December&nbsp;31,
2003 amounted to $223.1&nbsp;million (2002 - $361.8&nbsp;million).</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2">18</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<P align="left"><FONT size="2"><B>ROGERS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements (continued)<BR>
(Tabular amounts in thousands of dollars, except per share amounts)</FONT>

<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002</FONT>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>5.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>Goodwill and intangible assets:</B></FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(a)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Goodwill:</FONT></TD>
</TR>
</TABLE>

<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="86%">
<TR valign="bottom">
    <TD width="58%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="8%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="8%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2003</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2002</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Goodwill</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">2,264,840</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">2,265,264</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Less accumulated amortization</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">373,204</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">373,204</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">1,891,636</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">1,892,060</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">2003:</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">During 2003, Wireless issued 158,495 Class&nbsp;B Restricted Voting shares
upon the exercise of stock options and under the Wireless employee
share purchase plan. These transactions decreased the Company&#146;s
ownership in Wireless, thereby resulting in a dilution gain of $2.0
million and decreasing goodwill by $0.4&nbsp;million.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">2002:</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">On March&nbsp;20, 2002, the Company issued 4,305,830 Class&nbsp;B Non-Voting
shares of the Company in exchange for 4,925,000 Wireless Class&nbsp;B
Restricted Voting shares. This transaction increased the Company&#146;s
ownership in Wireless at that time from 52.4% to 55.8%, thereby
increasing goodwill by $92.2&nbsp;million (note 3(b)).</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">On April&nbsp;29, 2002, the Company acquired 13 radio stations from Standard
Radio Inc. This transaction had the impact of increasing goodwill by
$94.9&nbsp;million (note 3(a)).</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">During 2002, the Toronto Phantoms Football Team ceased operations and,
accordingly, the Company wrote off the unamortized carrying value of
the goodwill, being $6.5&nbsp;million.</FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2">19</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>


<P align="left"><FONT size="2"><B>ROGERS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements (continued)<BR>
(Tabular amounts in thousands of dollars, except per share amounts)</FONT>

<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>5.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>Goodwill and intangible assets (continued):</B></FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(b)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Intangible assets:</FONT></TD>
</TR>
</TABLE>
<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">

    <TD width="8%">&nbsp;</TD>

    <TD width="24%">&nbsp;</TD>

    <TD width="5%">&nbsp;</TD>

    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>

    <TD width="5%">&nbsp;</TD>

    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>

    <TD width="5%">&nbsp;</TD>

    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>

    <TD width="5%">&nbsp;</TD>

    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="7"><FONT size="1"><B>2003</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="7"><FONT size="1"><B>2002</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="7"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="7"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Net book</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Net book</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Cost</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>value</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Cost</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>value</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Spectrum licences</FONT></DIV></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" align="right"><FONT size="2">$</FONT></TD>
    <TD bgcolor="#eeeeee" align="right"><FONT size="2">396,824</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" align="right"><FONT size="2">$</FONT></TD>
    <TD bgcolor="#eeeeee" align="right"><FONT size="2">396,824</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" align="right"><FONT size="2">$</FONT></TD>
    <TD bgcolor="#eeeeee" align="right"><FONT size="2">396,824</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" align="right"><FONT size="2">$</FONT></TD>
    <TD bgcolor="#eeeeee" align="right"><FONT size="2">396,824</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Brand licence</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">37,800</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">37,800</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">22,470</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Subscribers</FONT></DIV></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" align="right"><FONT size="2">5,200</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" align="right"><FONT size="2">520</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" align="right"><FONT size="2">5,200</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" align="right"><FONT size="2">1,040</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Other</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">3,840</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2,875</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">3,840</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">3,340</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" align="right"><FONT size="2">$</FONT></TD>
    <TD bgcolor="#eeeeee" align="right"><FONT size="2">443,664</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" align="right"><FONT size="2">$</FONT></TD>
    <TD bgcolor="#eeeeee" align="right"><FONT size="2">400,219</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" align="right"><FONT size="2">$</FONT></TD>
    <TD bgcolor="#eeeeee" align="right"><FONT size="2">443,664</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" align="right"><FONT size="2">$</FONT></TD>
    <TD bgcolor="#eeeeee" align="right"><FONT size="2">423,674</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Amortization of subscribers, brand licence and other in 2003 amounted
to $23.5&nbsp;million (2002 - $3.5&nbsp;million).</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">In a spectrum auction conducted by Industry Canada in February 2001,
the Company purchased 23 personal communications services licences of
10 megahertz (&#147;MHz&#148;) or 20 MHz each, in the 1.9 gigahertz (&#147;GHz&#148;) band
in various regions across Canada at a cost of $396.8&nbsp;million, including
costs of acquisition. This amount has been recorded as spectrum
licences. The Company has determined that these licences have
indefinite lives for accounting purposes.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">The AT&#038;T brand licence was acquired in 1996 at an aggregate cost of
$37.8&nbsp;million, which provided Wireless with, among other things, the
right to use the AT&#038;T brand name. The cost of the brand licence was
deferred and amortized on a straight-line basis to expense over the
15-year term of the brand licence agreement. In December 2003,
Wireless announced that it would terminate its brand licence agreement
in early 2004 and change its brand name to exclude the AT&#038;T brand.
Consequently, the Company determined the useful life of the brand
licence ended on December&nbsp;31, 2003 and accordingly, fully amortized the
remaining net book value of $20.0&nbsp;million.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Subscribers are being amortized on a straight-line basis over 10&nbsp;years.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Other includes the brand name and employment contracts acquired as part
of the acquisition of the 13 radio stations from Standard Radio Inc.
(note 3(a)). These intangible assets are being amortized on a
straight-line basis over periods ranging between five and seven years.</FONT></TD>
</TR>
</TABLE>

<P align="center"><FONT size="2">20</FONT>




<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<P align="left"><FONT size="2"><B>ROGERS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements (continued)<BR>
(Tabular amounts in thousands of dollars, except per share amounts)
</FONT>

<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>6.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>Investments:</B></FONT></TD>
</TR>
</TABLE>
<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">

    <TD width="5%">&nbsp;</TD>

    <TD width="7%">&nbsp;</TD>
    <TD width="25%">&nbsp;</TD>

    <TD width="3%">&nbsp;</TD>

    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>

    <TD width="3%">&nbsp;</TD>

    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>

    <TD width="3%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="7"><FONT size="1"><B>2003</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="7"><FONT size="1"><B>2002</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="7"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="7"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Quoted</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Quoted</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>market</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Book</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>market</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Book</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Number</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Description</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>value</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>value</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>value</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>value</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Investments accounted for
by the equity method:</FONT></DIV></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
</TR>


<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <td><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Blue Jays Holdco</FONT></DIV></TD>
    <td><FONT size="2">&nbsp;</FONT></TD>
    <td><FONT size="2">&nbsp;</FONT></TD>
    <td><FONT size="2">&nbsp;</FONT></TD>
    <td><FONT size="2">&nbsp;</FONT></TD>
    <td><FONT size="2">&nbsp;</FONT></TD>
    <td><FONT size="2">&nbsp;</FONT></TD>
    <td><FONT size="2">&nbsp;</FONT></TD>
    <td><FONT size="2">&nbsp;</FONT></TD>
    <td><FONT size="2">&nbsp;</FONT></TD>
    <td><FONT size="2">&nbsp;</FONT></TD>
    <td><FONT size="2">&nbsp;</FONT></TD>
    <td><FONT size="2">&nbsp;</FONT></TD>
    <td><FONT size="2">&nbsp;</FONT></TD>
    <TD  align="right"><FONT size="2">$</FONT></TD>
    <TD  align="right"><FONT size="2">95,720</FONT></TD>
    <td><FONT size="2">&nbsp;</FONT></TD>
    <td><FONT size="2">&nbsp;</FONT></TD>
    <td><FONT size="2">&nbsp;</FONT></TD>
    <td><FONT size="2">&nbsp;</FONT></TD>
    <td><FONT size="2">&nbsp;</FONT></TD>
    <td><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">122,844</FONT></TD>
    <td><FONT size="2">&nbsp;</FONT></TD>
</TR>


<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Other</FONT></DIV></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" align="right"><FONT size="2">5,055</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" align="right"><FONT size="2">7,079</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">100,775</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">129,923</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>


<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Investments accounted for by the
cost method, net of write-downs</FONT></DIV></TD>
    <td bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <td bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <td bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <td bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <td bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <td bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <td bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <td bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <td bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <td bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <td bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <td bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <td bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <td bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <td bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <td bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <td bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <td bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <td bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <td bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <td bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <td bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <td bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <td bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
</TR>


<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Publicly traded companies:</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Cogeco Cable Inc.</FONT></DIV></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" align="right"><FONT size="2">7,253,800</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" colspan="3" align="center"><FONT size="2">Subordinate</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">(2002 -</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" colspan="3" align="center"><FONT size="2">Voting</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">4,253,800</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">)</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" colspan="3" align="center"><FONT size="2">Common</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" align="right"><FONT size="2">121,501</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" align="right"><FONT size="2">75,758</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" align="right"><FONT size="2">40,454</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" align="right"><FONT size="2">40,454</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>


<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Cogeco Inc.</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2,724,800</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="3" align="center"><FONT size="2">Subordinate</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="3" align="center"><FONT size="2">Voting</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="3" align="center"><FONT size="2">Common</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">43,488</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">28,610</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">28,610</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">28,610</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>


<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Other publicly traded
companies</FONT></DIV></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" align="right"><FONT size="2">25,482</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" align="right"><FONT size="2">7,508</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" align="right"><FONT size="2">27,934</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" align="right"><FONT size="2">10,323</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">190,471</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">111,876</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">96,998</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">79,387</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>


<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Private companies</FONT></DIV></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" align="right"><FONT size="2">16,570</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" align="right"><FONT size="2">14,627</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">229,221</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">223,937</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</CENTER>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(a)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Investments accounted for by the equity method:</FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Toronto Blue Jays Baseball Club:</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Effective December&nbsp;31, 2000, the Company purchased an 80% interest in
the Toronto Blue Jays Baseball Club (&#147;Blue Jays&#148;) for cash of $163.9
million. The Company has the option to acquire the 20% minority
interest in the Blue Jays at any time, and the minority interest
owner has the right to require the Company to purchase its interest at
any time after December&nbsp;15, 2003. On January&nbsp;5, 2004, the Company
acquired the 20% minority interest for approximately $39.1&nbsp;million.
This obligation has been recorded as a liability by the Company. The
20% minority interest owner of the Blue Jays is not required to fund
operating losses of the Blue Jays and, as a result, as required under
GAAP, the Company has recorded 100% of the operating losses of the Blue
Jays since acquisition.</FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2">21</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>




<P align="left"><FONT size="2"><B>ROGERS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements (continued)<BR>
(Tabular amounts in thousands of dollars, except per share amounts)
</FONT>

<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>6.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>Investments (continued):</B></FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR>
    <TD width="6%"></TD>
    <TD width="94%"></TD>
</TR>
<TR valign="top">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">Effective April&nbsp;1, 2001, Rogers Telecommunications Ltd. (&#147;RTL&#148;), a
company controlled by the controlling shareholder of the Company,
acquired the Class&nbsp;A Preferred Shares of the subsidiary of RCI that
owns the Blue Jays (&#147;Blue Jays Holdco&#148;) for $30.0&nbsp;million. These Class
A Preferred Shares are voting, redeemable for cash of $30.0&nbsp;million
plus any accrued unpaid dividends at the option of Blue Jays Holdco at
any time after September&nbsp;14, 2004. Any such redemption requires the
consent of a committee of the board of Blue Jays Holdco, comprising
directors that are not related to RTL, RTL&#146;s affiliates or its
controlling shareholder and requires the prior written consent of the
Board of Directors of the Company. These Class&nbsp;A Preferred Shares may
be acquired by the Company at its option at any time. The Class&nbsp;A
Preferred Shares pay cumulative dividends at a rate of 9.167% per
annum. For periods up to July&nbsp;31, 2004, Blue Jays Holdco may satisfy
the cumulative dividends on its Class&nbsp;A Preferred Shares in kind by
transferring to RTL income tax loss carryforwards, having an agreed
value equal to the amount of the dividends. Until July 2004, such
agreed value is equal to 10% of the amount of the tax losses. During
2003, Blue Jays Holdco satisfied the dividend by transferring income
tax loss carryforwards to RTL of approximately $24.0&nbsp;million (2002 -
$27.0&nbsp;million) with an agreed upon value of $2.4&nbsp;million
(2002 - $2.7
million).</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">As a result of the issuance of the Class&nbsp;A Preferred Shares of Blue
Jays Holdco to RTL, the Company does not control the Blue Jays.
Accordingly, effective April&nbsp;1, 2001, the Company accounts for its
investment in Blue Jays Holdco by the equity method.</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">RCI agreed at the time of purchase with Major League Baseball that
it will:&nbsp;(i)&nbsp;perform or cause the Toronto Blue Jays
Baseball Club (the &#147;Club&#148;) to perform all of the terms
imposed by Major League Baseball acting under the scope of its
authority;&nbsp;(ii)&nbsp;perform or cause the Club to perform all
duties and obligations of the Club under the governing documents of
Major League Baseball and under those agreements to which Major
League Baseball entities are parties; and (iii)&nbsp;assume and
perform or cause the Club to perform all liabilities and obligations
of the Club asserted by any party against any Major League Baseball
entity.</FONT></TD>
</TR>


<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">If E.S. Rogers is unable to exercise control over the Blue Jays and Major League
Baseball (&#147;MLB&#148;) determines that a sale or transfer of a
control interest in the Blue Jays has occurred, then MLB is entitled
to take such action as it consider necessary in accordance with its
guidelines, rules and regulations.</FONT></TD>
</TR>


<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">The change in the investment in Blue Jays Holdco is the result of cash
contributions of $29.4&nbsp;million (2002 - $40.6&nbsp;million) offset by the
equity losses of $56.5&nbsp;million (2002 - $101.7&nbsp;million).</FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2">22</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<P align="left"><FONT size="2"><B>ROGERS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements (continued)<BR>
(Tabular amounts in thousands of dollars, except per share amounts)
</FONT>

<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>6.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>Investments (continued):</B></FONT></TD>
</TR>
</TABLE>



<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">Condensed consolidated financial information of Blue Jays Holdco is
presented below:</FONT></TD>
</TR>
</TABLE>

<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="93%">
<TR valign="bottom">
    <TD width="5%">&nbsp;</TD>
    <TD width="59%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2003</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2002</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2"><B>Assets</B></FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Cash and accounts receivable</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">11,942</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">18,897</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Deferred compensation</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">22,061</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">26,961</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Goodwill</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">95,509</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">95,509</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Player contracts</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">32,530</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">67,458</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Other assets</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">26,504</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">25,944</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">188,546</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">234,769</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2"><B>Liabilities and Shareholders&#146; Equity</B></FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Accounts payable and accrued liabilities</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">31,234</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">43,471</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Deferred obligations</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">37,609</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">44,892</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">68,843</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">88,363</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Shareholders&#146; equity</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">119,703</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">146,406</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">188,546</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">234,769</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Revenue</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">133,510</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">131,682</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Operating expenses</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(152,599</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(186,088</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>
<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(19,089</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(54,406</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Depreciation and amortization</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(36,270</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(41,615</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Interest expense</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(1,143</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(1,272</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Write-down of investments</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(4,449</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>
<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Loss for the year</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">(56,502</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">(101,742</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>
<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P align="center"><FONT size="2">23</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<P align="left"><FONT size="2"><B>ROGERS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements (continued)<BR>
(Tabular amounts in thousands of dollars, except per share amounts)
</FONT>

<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>6.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>Investments (continued):</B></FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(b)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="92%"><FONT size="2">Cogeco Cable Inc.:</FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="92%"><FONT size="2">In March 2003, the Company entered into agreements to purchase 3.0
million Subordinate Voting shares of Cogeco Cable Inc. (&#147;Cogeco&#148;) in
exchange for 2.7&nbsp;million Class&nbsp;B Non-Voting shares of the Company from
a group of investors unaffiliated with Cogeco. This transaction and
number of shares exchanged was based on the closing market value of
Cogeco shares on the date of the transaction of $11.727 per share (note
11(a)(iii)(a)) and had the effect of increasing the Company&#146;s
investment in Cogeco by $35.3&nbsp;million, including costs of the
transaction. The Company&#146;s total investment in Cogeco represents an
approximate 18.19% equity ownership.</FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(c)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="92%"><FONT size="2">Gain on disposition of AT&#038;T Canada Deposit Receipts:</FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="92%"><FONT size="2">The deposit receipt holders of AT&#038;T Canada Inc. (&#147;AT&#038;T Canada&#148;),
including the Company, had a contractual right to realize a minimum
deposit receipt price of $37.50 per deposit receipt, increasing at 16%
per annum from June&nbsp;30, 2000 (the &#147;accreted floor price&#148;) until June
30, 2003, or such earlier time as a minority shareholder of AT&#038;T Canada
exercised its obligation to acquire all of the shares and Deposit
Receipts of AT&#038;T Canada. On June&nbsp;25, 2002, AT&#038;T Corp. announced its
intention to purchase, for cash, the Deposit Receipts of AT&#038;T Canada.
This transaction was completed on October&nbsp;8, 2002 and the Company
recognized a pre-tax gain of approximately $904.3&nbsp;million. The Company
received cash proceeds of approximately $1,280.4&nbsp;million and these
proceeds were used to redeem the Preferred Securities and settle the
Collateralized Equity Securities, as described below.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">The issuance of the Preferred Securities and Collateralized Equity
Securities in previous years resulted in the monetization of a
substantial portion of the Company&#146;s investment in AT&#038;T Canada, with
the Company receiving cash of approximately $1,186.0&nbsp;million. The
redemption amount with respect to these securities, being $1,317.0
million, was paid on October&nbsp;8, 2002, being the same day that the
Company received the proceeds from the Deposit Receipts.</FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2">24</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>




<P align="left"><FONT size="2"><B>ROGERS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements (continued)<BR>
(Tabular amounts in thousands of dollars, except per share amounts)
</FONT>

<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>6.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>Investments (continued):</B></FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">The Company, in accordance with the terms of the agreements of these
securities, had the right to provide notification by specified dates if
its intent was to satisfy the redemption of these securities by way of
shares. As the Company determined that it would repay these securities
in cash, no notification was provided and the accretion on the value of
these securities after the notice date, being $5.2&nbsp;million,
expensed in the
consolidated statement of income. Amounts related to the accretion
prior to the notice date and the costs incurred by the Company of
originally issuing these securities are recorded in the consolidated
statements of deficit (note 11(c)).</FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(d)</FONT></TD>
    <TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Gains (losses)&nbsp;on sales of other investments:</FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">In 2003 and 2002, the Company sold certain investments resulting in the
following gains (losses)&nbsp;being recorded:</FONT></TD>
</TR>
</TABLE>
<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="75%">
<TR valign="bottom">
    <TD width="72%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2003</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2002</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Publicly traded companies</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">17,902</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">2,062</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Investment accounted for by the equity method</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(2,627</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">17,902</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">(565</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(e)</FONT></TD>
    <TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Write-down of investments:</FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">During 2002, the Company recorded the following write-down of
investments:</FONT></TD>
</TR>
</TABLE>
<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="75%">
<TR valign="bottom">
    <TD width="85%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>


    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2002</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Cogeco Cable Inc. and Cogeco Inc.</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">238,921</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Other investments in public and private companies</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">62,063</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">300,984</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P align="center"><FONT size="2">25</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<P align="left"><FONT size="2"><B>ROGERS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements (continued)<BR>
(Tabular amounts in thousands of dollars, except per share amounts)
</FONT>

<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>6.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>Investments (continued):</B></FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">In 2000, the Company acquired 4,253,800 Subordinate Voting Common
shares of Cogeco for $187.2&nbsp;million and 2,724,800 Subordinate Voting
Common shares of Cogeco Inc. for $120.8&nbsp;million.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">During 2002, the Company determined that the decline in the market
value of shares held in Cogeco and Cogeco Inc. represented an
impairment that was other than temporary and the shares were written
down to their closing quoted market value at December&nbsp;31, 2002.</FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>7.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>Deferred charges:</B></FONT></TD>
</TR>
</TABLE>
<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="92%">
<TR valign="bottom">
    <TD width="54%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="8%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="9%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="8%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="9%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2003</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2002</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Financing costs</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">64,741</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">77,915</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Pre-operating costs</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">8,854</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">20,004</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">CRTC commitments</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">56,992</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">69,238</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Other</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">11,893</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">17,683</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">142,480</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">184,840</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">Amortization of deferred charges for 2003 amounted to $42.4&nbsp;million (2002 -
$47.2&nbsp;million). Accumulated amortization as at December&nbsp;31, 2003 amounted
to $138.3&nbsp;million (2002 - $105.7&nbsp;million).</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">The Company has committed to the Canadian Radio-television and
Telecommunications Commission (&#147;CRTC&#148;) to spend an aggregate of $77.4
million (2002 - $77.4&nbsp;million) in operating funds to provide certain
benefits to the Canadian broadcasting system. The Company has agreed to
pay $50.0&nbsp;million in public benefits over the next seven years relating to
the CRTC granting of a new television licence in Toronto, $6.0&nbsp;million
relating to the purchase of 13 radio stations (note 3(a)) and the remainder
relating to a CRTC decision permitting the purchase of Sportsnet, Rogers
(Toronto) Ltd. and Rogers (Alberta) Ltd. The amount of these liabilities,
included in accounts payable and accrued liabilities, is $63.5&nbsp;million at
December&nbsp;31, 2003 (2002 - $74.0&nbsp;million) and will be paid over the next six
years. Commitments are being amortized over seven years, beginning in
2002.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">In connection with the repayment of certain long-term debt during the year,
the Company wrote off deferred financing costs of $5.5&nbsp;million
(2002 - $3.0
million) (note 10(e)). In 2002, the Company wrote off the carrying value
of certain cross-currency interest rate exchange agreements relating to the
repayment of long-term debt of $2.3&nbsp;million.</FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2">26</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>


<P align="left"><FONT size="2"><B>ROGERS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements (continued)<BR>
(Tabular amounts in thousands of dollars, except per share amounts)
</FONT>

<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>8.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>Other assets:</B></FONT></TD>
</TR>
</TABLE>
<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="92%">
<TR valign="bottom">
    <TD width="70%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2003</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2002</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Mortgages and loans receivable, including
$894 from officers (2002 - $1,848)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">6,077</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">11,133</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Inventories</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">69,318</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">66,433</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Video rental inventory</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">31,685</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">33,557</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Prepaid expenses</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">57,812</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">52,372</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Deferred pension asset</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">17,456</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">17,098</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Acquired program rights</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">17,729</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">16,883</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Other</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">11,728</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">11,507</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">211,805</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">208,983</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">

<TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Current
portion of other assets</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">178,993</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">172,279</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">32,812</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">36,704</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">Depreciation expense for video rental inventory is charged to operating
expenses and amounted to $60.4&nbsp;million in 2003 (2002 - $56.5&nbsp;million). The
costs of acquired program rights are amortized to operating expense over
the expected performances of the related programs and amounted to $20.9
million in 2003 (2002 - $16.9&nbsp;million).</FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>9.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>Consolidated statements of cash flows:</B></FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(a)</FONT></TD>
    <TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Change in non-cash operating items:</FONT></TD>
</TR>
</TABLE>
<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="85%">
<TR valign="bottom">
    <TD width="72%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2003</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2002</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Increase in accounts receivable</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">(42,337</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">14,296</FONT></TD>
    <TD nowrap><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Increase (decrease)&nbsp;in accounts payable
and accrued liabilities</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(6,171</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">47,355</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Increase (decrease)&nbsp;in unearned revenue</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(12,743</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">16,872</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Decrease (increase)&nbsp;in deferred charges and other assets</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">11,846</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(4,645</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">(49,405</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">73,878</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(b)</FONT></TD>
    <TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Supplemental cash flow information:</FONT></TD>
</TR>
</TABLE>
<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
    <TD width="8%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="62%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>

    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>

    <TD width="5%">&nbsp;</TD>

    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>

    <TD width="8%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2003</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2002</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;Income taxes paid</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">11,606</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">15,397</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;Interest paid</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">474,044</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">450,126</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P align="center"><FONT size="2">27</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<P align="left"><FONT size="2"><B>ROGERS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements (continued)<BR>
(Tabular amounts in thousands of dollars, except per share amounts)
</FONT>

<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>9.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>Consolidated statements of cash flows (continued):</B></FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(c)</FONT></TD>
    <TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Supplemental disclosure of non-cash transactions:</FONT></TD>
</TR>
</TABLE>
<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="75%">
<TR valign="bottom">
    <TD width="75%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2003</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2002</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Class&nbsp;B Non-Voting shares issued in consideration
for acquisition of shares of Cogeco</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">35,181</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Accretion on Preferred Securities</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(37,246</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Accretion on Collateralized Equity Securities</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(19,745</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Class&nbsp;B Non-Voting shares issued on conversion
of Series&nbsp;B and Series&nbsp;E Convertible Preferred shares</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">203</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,800</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Class&nbsp;B Non-Voting shares issued in consideration for
Class&nbsp;B Restricted Voting shares of Wireless</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">104,766</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">In 2003, the Company issued a total of 2,065,402 Class&nbsp;B Non-Voting
shares in connection with the acquisition of Cable Atlantic Inc.
(&#147;Cable Atlantic&#148;) (note 11(a)(iii)(b)).</FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2">28</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>


<P align="left"><FONT size="2"><B>ROGERS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements (continued)<BR>
(Tabular amounts in thousands of dollars, except per share amounts)
</FONT>

<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>10.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>Long-term debt:</B></FONT></TD>
</TR>
</TABLE>
<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
    <TD width="1%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="46%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Interest rate</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2003</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2002</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" nowrap valign="top" align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" valign="top" align="right"><FONT size="2">(a)</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" colspan="18"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Corporate:</FONT></DIV></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD valign="top" align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD valign="top" align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="4" valign="top" align="left"><FONT size="2">(i)</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Convertible Debentures, due 2005</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">5-3/4</FONT></TD>
    <TD nowrap><FONT size="2">%</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">271,197</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">320,007</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" valign="top" align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" valign="top" align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" colspan="4" align="left" valign="top"><FONT size="2">(ii)</FONT></TD>
    <TD bgcolor="#eeeeee"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Senior Notes, due 2006</FONT></DIV></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" nowrap align="right"><FONT size="2">9-1/8</FONT></TD>
    <TD bgcolor="#eeeeee" nowrap><FONT size="2">%</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" align="right"><FONT size="2">&#151;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" align="right"><FONT size="2">86,314</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD valign="top" align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD valign="top" align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="4" valign="top" align="left"><FONT size="2">(iii)</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Senior Notes, due 2006</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">10-1/2</FONT></TD>
    <TD nowrap><FONT size="2">%</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">75,000</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">75,000</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" valign="top" align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" valign="top" align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" colspan="4" valign="top" align="left"><FONT size="2">(iv)</FONT></TD>
    <TD bgcolor="#eeeeee"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Senior Notes, due 2007</FONT></DIV></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" nowrap align="right"><FONT size="2">8-7/8</FONT></TD>
    <TD bgcolor="#eeeeee" nowrap><FONT size="2">%</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" align="right"><FONT size="2">&#151;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" align="right"><FONT size="2">324,382</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD valign="top" align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD valign="top" align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD valign="top" colspan="4" align="left"><FONT size="2">(v)</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Senior Notes, due 2007</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">8-3/4</FONT></TD>
    <TD nowrap><FONT size="2">%</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">165,000</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" nowrap valign="top" align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" valign="top" align="right"><FONT size="2">(b)</FONT></TD>
    <TD bgcolor="#eeeeee" valign="top" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" colspan="18"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Wireless:</FONT></DIV></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD valign="top" align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD valign="top" align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD valign="top" colspan="4" align="left"><FONT size="2">(i)</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Bank credit facility</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="3" nowrap align="center"><FONT size="2">Floating</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">138,000</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">149,000</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" valign="top" align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" valign="top" align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" colspan="4" valign="top" align="left"><FONT size="2">(ii)</FONT></TD>
    <TD bgcolor="#eeeeee"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Senior Secured Notes, due 2006</FONT></DIV></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" nowrap align="right"><FONT size="2">10-1/2</FONT></TD>
    <TD bgcolor="#eeeeee" nowrap><FONT size="2">%</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" align="right"><FONT size="2">160,000</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" align="right"><FONT size="2">160,000</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD valign="top" align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD valign="top" align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="4" valign="top" align="left"><FONT size="2">(iii)</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Senior Secured Notes, due 2007</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">8.30</FONT></TD>
    <TD nowrap><FONT size="2">%</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">253,453</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">309,775</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" valign="top" align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" valign="top" align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" colspan="4" valign="top" align="left"><FONT size="2">(iv)</FONT></TD>
    <TD bgcolor="#eeeeee"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Senior Secured Debentures, due 2008</FONT></DIV></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" nowrap align="right"><FONT size="2">9-3/8</FONT></TD>
    <TD bgcolor="#eeeeee" nowrap><FONT size="2">%</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" align="right"><FONT size="2">430,589</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" align="right"><FONT size="2">526,275</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD valign="top" align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD valign="top" align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD valign="top" colspan="4" align="left"><FONT size="2">(v)</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Senior Secured Notes, due 2011</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">9-5/8</FONT></TD>
    <TD nowrap><FONT size="2">%</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">633,276</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">774,004</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" valign="top" align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" valign="top" align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" colspan="4" valign="top" align="left"><FONT size="2">(vi)</FONT></TD>
    <TD bgcolor="#eeeeee"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Senior Secured Debentures, due 2016</FONT></DIV></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" nowrap align="right"><FONT size="2">9-3/4</FONT></TD>
    <TD bgcolor="#eeeeee" nowrap><FONT size="2">%</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" align="right"><FONT size="2">200,193</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" align="right"><FONT size="2">244,680</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD valign="top" align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD valign="top" align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="4" valign="top" align="left"><FONT size="2">(vii)</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Senior Subordinated Notes, due 2007</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">8.80</FONT></TD>
    <TD nowrap><FONT size="2">%</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">231,443</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">282,875</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" nowrap valign="top" align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" valign="top" align="right"><FONT size="2">(c)</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" colspan="19"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Cable:</FONT></DIV></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD valign="top" align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD valign="top" align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD valign="top" colspan="4" align="left"><FONT size="2">(i)</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Bank credit facilities</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="3" nowrap align="center"><FONT size="2">Floating</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">36,000</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">37,000</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" valign="top" align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" valign="top" align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" valign="top" colspan="4" align="left"><FONT size="2">(ii)</FONT></TD>
    <TD bgcolor="#eeeeee"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Senior Secured Second Priority Notes, due 2005</FONT></DIV></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" align="right"><FONT size="2">10.00</FONT></TD>
    <TD bgcolor="#eeeeee" nowrap><FONT size="2">%</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" align="right"><FONT size="2">376,777</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" align="right"><FONT size="2">460,506</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD valign="top" align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD valign="top" align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD valign="top" colspan="4" align="left"><FONT size="2">(iii)</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Senior Secured Second Priority Notes,
due 2007</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">7.60</FONT></TD>
    <TD nowrap><FONT size="2">%</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">450,000</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">450,000</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" valign="top" align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" valign="top" align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" colspan="4" valign="top" align="left"><FONT size="2">(iv)</FONT></TD>
    <TD bgcolor="#eeeeee"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Senior Secured Second Priority
Debentures, due 2007</FONT></DIV></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" align="right"><FONT size="2">10.00</FONT></TD>
    <TD bgcolor="#eeeeee" nowrap><FONT size="2">%</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" align="right"><FONT size="2">&#151;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" align="right"><FONT size="2">118,167</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD valign="top" align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD valign="top" align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD valign="top" colspan="4" align="left"><FONT size="2">(v)</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Senior Secured Second Priority Notes,
due 2012</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">7.875</FONT></TD>
    <TD nowrap><FONT size="2">%</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">452,340</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">552,860</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" valign="top" align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" valign="top" align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" colspan="4" valign="top" align="left"><FONT size="2">(vi)</FONT></TD>
    <TD bgcolor="#eeeeee"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Senior Secured Second Priority Notes,
due 2013</FONT></DIV></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" align="right"><FONT size="2">6.25</FONT></TD>
    <TD bgcolor="#eeeeee" nowrap><FONT size="2">%</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" align="right"><FONT size="2">452,340</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" align="right"><FONT size="2">&#151;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD valign="top" align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD valign="top" align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="4" valign="top" align="left"><FONT size="2">(vii)</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Senior Secured Second Priority
Debentures, due 2014</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">9.65</FONT></TD>
    <TD nowrap><FONT size="2">%</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">300,000</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">300,000</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" valign="top" align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" valign="top" align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" colspan="4" valign="top" align="left"><FONT size="2">(viii)</FONT></TD>
    <TD bgcolor="#eeeeee"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Senior Secured Second Priority
Debentures, due 2032</FONT></DIV></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" align="right"><FONT size="2">8 3/4</FONT></TD>
    <TD bgcolor="#eeeeee" nowrap><FONT size="2">%</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" align="right"><FONT size="2">258,480</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" align="right"><FONT size="2">315,920</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD valign="top" align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD valign="top" align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="4" valign="top" align="left"><FONT size="2">(ix)</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Senior Subordinated Guaranteed
Debentures, due 2015</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">11.00</FONT></TD>
    <TD nowrap><FONT size="2">%</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">146,914</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">179,561</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" nowrap valign="top" align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" valign="top" align="right"><FONT size="2">(d)</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" colspan="19"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Media:</FONT></DIV></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD valign="top" align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD valign="top" align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="5"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Bank credit facility</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="3" align="center"><FONT size="2">Floating</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">63,500</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" valign="top" align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" valign="top" align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" valign="top" align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" colspan="6"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Mortgages and other</FONT></DIV></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" colspan="3" align="center"><FONT size="2">Various</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" align="right"><FONT size="2">40,730</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" align="right"><FONT size="2">38,375</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD valign="top" align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD valign="top" align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD valign="top" align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="6"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="3" align="center">&nbsp;</TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2"><HR size="1" noshade></FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>


<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD valign="top" align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD valign="top" align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD valign="top" align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD valign="top" align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">4,970,232</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">5,869,701</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>


<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" valign="top" align="right"><FONT size="2">&nbsp;</FONT></TD>

<TD bgcolor="#eeeeee" colspan="8"><DIV style="margin-left:20px; text-indent:-10px"><FONT size="2">Current
portion of long-term debt </FONT></DIV></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" align="right"><FONT size="2">(11,498</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">)</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" align="right"><FONT size="2">(11,980</FONT></TD>
    <TD bgcolor="#eeeeee" nowrap><FONT size="2">)</FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD valign="top" align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD valign="top" align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD valign="top" align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="6"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="3" align="center"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2"><HR size="1" noshade></FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2"><HR size="1" noshade></FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD  valign="top" align="right"><FONT size="2">&nbsp;</FONT></TD>

<TD colspan="8"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">4,958,734</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">5,857,721</FONT></TD>
    <TD nowrap><FONT size="2">&nbsp;</FONT></TD>
</TR>






<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" valign="top" align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" colspan="8"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Effect of cross-currency interest
rate exchange agreements</FONT></DIV></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" align="right"><FONT size="2">334,784</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" align="right"><FONT size="2">(182,230</FONT></TD>
    <TD bgcolor="#eeeeee" nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD valign="top" align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD valign="top" align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD valign="top" align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="6"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="3" align="center"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2"><HR size="1" noshade></FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2"><HR size="1" noshade></FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>


<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD valign="top" align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD valign="top" align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD valign="top" align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD valign="top" align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">5,293,518</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">5,675,491</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD valign="top" align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD valign="top" align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD valign="top" align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="6"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="3" align="center"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2"><HR size="4" noshade></FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2"><HR size="4" noshade></FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>


</TABLE>
</CENTER>
<P align="center"><FONT size="2">29</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<P align="left"><FONT size="2"><B>ROGERS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements (continued)<BR>
(Tabular amounts in thousands of dollars, except per share amounts)
</FONT>

<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>10.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>Long-term debt (continued):</B></FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">Further details of long-term debt are as follows:</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="2%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="95%"><FONT size="2">(a)&nbsp;&nbsp;&nbsp;&nbsp;Corporate:</FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="8%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(i)</FONT></TD>
    <TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="90%"><FONT size="2">Convertible Debentures, due 2005:</FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="8%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="89%"><FONT size="2">The Company&#146;s - U.S. $224.8&nbsp;million Convertible Debentures (accreted
amount - U.S. $209.8&nbsp;million) mature on November&nbsp;26, 2005. A portion
of the interest equal to approximately 2.95% per annum on the issue
price (or 2% per annum on the stated amount at maturity) is paid in
cash semi-annually while the balance of the interest will accrue so
long as these Convertible Debentures remain outstanding. Each
Convertible Debenture has a face value of U.S. $1,000 and is
convertible, at the option of the holder at any time, on or prior to
maturity, into 34.368 Class&nbsp;B Non-Voting shares. The conversion
rate, as at December&nbsp;31, 2003, equates to a conversion price of U.S.
$27.16 per share (2002 - U.S. $26.22 per share). These Convertible
Debentures are redeemable in cash, at the option of the Company, at
any time. In 2003 and 2002, none of these Convertible Debentures
was converted into Class&nbsp;B Non-Voting shares. To date, an aggregate
U.S. $0.2&nbsp;million at maturity has been converted into 6,528 Class&nbsp;B
Non-Voting shares.</FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="8%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(ii)</FONT></TD>
    <TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="89%"><FONT size="2">Senior Notes, due 2006:</FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="8%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="89%"><FONT size="2">The Company&#146;s U.S. $54.6&nbsp;million Senior Notes were redeemed on April
14, 2003 at a redemption price of 101.521% of the aggregate
principal amount (note 10(e)).</FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="8%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(iii)</FONT></TD>
    <TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="89%"><FONT size="2">Senior Notes, due 2006:</FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="8%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="89%"><FONT size="2">The Company&#146;s $75.0&nbsp;million Senior Notes mature on February&nbsp;14, 2006.</FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="8%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(iv)</FONT></TD>
    <TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="89%"><FONT size="2">Senior Notes, due 2007:</FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="8%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="89%"><FONT size="2">The Company&#146;s U.S. $205.4&nbsp;million Senior Notes were redeemed on July
17, 2003 at a redemption price of 102.958% of the aggregate
principal amount (note 10(e)).</FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2">30</FONT>
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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>




<P align="left"><FONT size="2"><B>ROGERS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements (continued)<BR>
(Tabular amounts in thousands of dollars, except per share amounts)
</FONT>

<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>10.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>Long-term debt (continued):</B></FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="8%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(v)</FONT></TD>
    <TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="89%"><FONT size="2">Senior Notes, due 2007:</FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="8%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="89%"><FONT size="2">The Company&#146;s $165.0&nbsp;million Senior Notes were redeemed on August&nbsp;6,
2003 at a redemption price of 102.917% of the aggregate principal
amount (note 10(e)).</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="8%"><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="3" width="92%"><FONT size="2">The Company&#146;s senior notes and debentures described above are senior
unsecured general obligations of the Company ranking equally with each
other. Interest is paid semi-annually on all notes and debentures,
except for the Convertible Debentures, due 2005, as described above.</FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%" align="left" nowrap><FONT size="2">(b)</FONT></TD>
    <TD width="92%"><FONT size="2">Wireless:</FONT></TD>
</TR>
</TABLE>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="8%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(i)</FONT></TD>
    <TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="89%"><FONT size="2">Bank credit facility:</FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="8%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="89%"><FONT size="2">At December&nbsp;31, 2003,
$138.0&nbsp;million (2002 - $149.0&nbsp;million) of debt
was outstanding under the bank credit facility, which provides
Wireless with, among other things, up to $700.0&nbsp;million from a
consortium of Canadian financial institutions.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="8%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="89%"><FONT size="2">Under the credit facility, Wireless may borrow at various rates,
including the bank prime rate to the bank prime rate<BR>plus 1&nbsp;3/4% per
annum, the bankers&#146; acceptance rate plus 1% to 2-3/4% per annum and
the London Inter-Bank Offered Rate (&#147;LIBOR&#148;) plus 1% to 2-3/4% per
annum. Wireless' bank credit facility requires, among other things,
that Wireless satisfy certain financial covenants, including the
maintenance of certain financial ratios.</FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2">31</FONT>
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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>


<P align="left"><FONT size="2"><B>ROGERS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements (continued)<BR>
(Tabular amounts in thousands of dollars, except per share amounts)
</FONT>

<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>10.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>Long-term debt (continued):</B></FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Subject to the paragraph below, this credit facility is available on
a fully revolving basis until the first date specified below, at
which time, the facility becomes a revolving/reducing facility and
the aggregate amount of credit available under the facility will be
reduced as follows:</FONT></TD>
</TR>
</TABLE>
<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="55%">
<TR valign="bottom">
    <TD width="56%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="19%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="19%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center"><FONT size="1"><B>Date of reduction*</B></FONT></TD>
    <TD nowrap align="center" colspan="5"><FONT size="1"><B>Reduction at each date</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center"><HR size="1" noshade></TD>
    <TD colspan="5"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">On April&nbsp;30:</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">2006</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">140,000</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">2007</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">140,000</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">2008</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">420,000</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</CENTER>

<CENTER>
<TABLE width="55%" border="0" cellpadding="0" cellspacing="0">
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">

<TD width="100%"><FONT size="2">* The bank credit facility will mature on May&nbsp;31,
2006 if Wireless&#146; Senior Secured Notes, due 2006 are not repaid
(by refinancing or otherwise) on or prior to December&nbsp;31, 2005.
If these notes are repaid, then the bank credit facility will
mature on September&nbsp;30, 2007 if Wireless&#146; Senior Secured Notes,
due 2007 are not repaid (by refinancing or otherwise) on or
prior to April&nbsp;30, 2007.</FONT></TD>
</TR>
</TABLE>
</CENTER>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">The credit facility requires that any additional senior debt (other
than the bank credit facility described above) that is denominated
in a foreign currency be hedged against foreign exchange
fluctuations on a minimum of 50% of such additional senior
borrowings in excess of the Canadian equivalent of U.S. $25.0
million.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Borrowings under the credit facility are secured by the pledge of a
senior bond issued under a deed of trust, which is secured by
substantially all the assets of Wireless and certain of its
subsidiaries, subject to certain exceptions and prior liens.</FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(ii)</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Senior Secured Notes, due 2006:</FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Wireless&#146; $160.0&nbsp;million Senior Secured Notes mature on June&nbsp;1,
2006. These notes are redeemable, in whole or in part, at
Wireless&#146;
option, at any time subject to a certain prepayment premium.</FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2">32</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>




<P align="left"><FONT size="2"><B>ROGERS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements (continued)<BR>
(Tabular amounts in thousands of dollars, except per share amounts)
</FONT>

<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>10.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>Long-term debt (continued):</B></FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="8%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(iii)</FONT></TD>
    <TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="89%"><FONT size="2">Senior Secured Notes, due 2007:</FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="8%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="89%"><FONT size="2">Wireless&#146; U.S. $196.1&nbsp;million Senior Secured Notes mature on October
1, 2007. These notes are redeemable, in whole or in part, at
Wireless&#146; option, on or after October&nbsp;1, 2002, at 104.15% of the
principal amount, declining ratably to 100% of the principal amount
on or after October&nbsp;1, 2005, plus, in each case, interest accrued to
the redemption date.</FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="8%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(iv)</FONT></TD>
    <TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="89%"><FONT size="2">Senior Secured Debentures, due 2008:</FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="8%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="89%"><FONT size="2">Wireless&#146; U.S. $333.2&nbsp;million Senior Secured Debentures mature on
June&nbsp;1, 2008. These debentures are redeemable, in whole or in part,
at Wireless&#146; option, at any time on or after June&nbsp;1, 2003, at
104.688% of the principal amount, declining ratably to 100% of the
principal amount on or after June&nbsp;1, 2006, plus, in each case,
interest accrued to the redemption date.</FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="8%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(v)</FONT></TD>
    <TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="89%"><FONT size="2">Senior Secured Notes, due 2011:</FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="8%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="89%"><FONT size="2">Wireless&#146; U.S. $490.0&nbsp;million Senior Secured Notes mature on May&nbsp;1,
2011. During 2002, Wireless repurchased U.S. $10.0&nbsp;million
principal amount of these notes (note 10(e)). These notes were
redeemable, in whole or in part, at Wireless option, at any time
subject to a certain prepayment premium.</FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="8%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(vi)</FONT></TD>
    <TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="89%"><FONT size="2">Senior Secured Debentures, due 2016:</FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="8%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="89%"><FONT size="2">Wireless&#146; U.S. $154.9&nbsp;million Senior Secured Debentures mature on
June&nbsp;1, 2016. These debentures are redeemable, in whole or in part,
at Wireless&#146; option, at any time, subject to a certain prepayment
premium.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="7%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="92%"><FONT size="2">Each of Wireless&#146; Senior Secured Notes and Debentures described above
is secured by the pledge of a senior bond that is secured by the same
security as the security for the bank credit facility described in note
10(b)(i) and ranks equally with the bank credit facility.</FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2">33</FONT>
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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>




<P align="left"><FONT size="2"><B>ROGERS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements (continued)<BR>
(Tabular amounts in thousands of dollars, except per share amounts)
</FONT>

<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>10.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>Long-term debt (continued):</B></FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="8%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(vii)</FONT></TD>
    <TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="89%"><FONT size="2">Senior Subordinated Notes, due 2007:</FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="8%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="89%"><FONT size="2">Wireless&#146; U.S. $179.1&nbsp;million Senior Subordinated Notes mature on
October&nbsp;1, 2007. During 2002, Wireless repurchased an aggregate
U.S. $35.9&nbsp;million principal amount of these notes (note 10(e)).
These notes are redeemable, in whole or in part, at Wireless&#146; option
on or after October&nbsp;1, 2002, at 104.40% of the principal amount,
declining ratably to 100% of the principal amount on or after
October&nbsp;1, 2005 plus, in each case, interest accrued to the
redemption date. The subordinated notes are subordinated to all
existing and future senior obligations of Wireless (including the
bank credit facility and the Senior Secured Notes and Debentures).
The subordinated notes are not secured by the pledge of a senior
bond.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="2" width="93%"><FONT size="2">Interest is paid semi-annually on all of Wireless&#146; notes and
debentures.</FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(c)</FONT></TD>
    <TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="92%"><FONT size="2">Cable:</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="8%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(i)</FONT></TD>
    <TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="89%"><FONT size="2">Bank credit facilities:</FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="8%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="89%"><FONT size="2">Effective January&nbsp;31, 2002, Cable entered into a new amended and
restated bank credit facility (the &#147;New Bank Credit Facility&#148;)
providing a bank credit facility of up to $1,075.0&nbsp;million. At
December&nbsp;31, 2003, $36.0&nbsp;million (2002 - $37.0&nbsp;million) was
outstanding under the New Bank Credit Facility. The New Bank Credit
Facility provides for two separate facilities: (i)&nbsp;a $600.0&nbsp;million
senior secured revolving credit facility (the &#147;Tranche A Credit
Facility&#148;) which will mature on January&nbsp;2, 2009 and
(ii)&nbsp;a $475.0
million senior secured reducing/revolving credit facility (the
&#147;Tranche B Credit Facility&#148;) which is subject to reduction on an
annual basis and which will be scheduled to reduce to nil on January
2, 2009, as outlined below. In September 2003, Cable amended
its New Bank Credit Facility to eliminate the possibility of earlier
than scheduled maturity of the Tranche B Credit Facility and
established a carve-out, as described in the reduction schedule
shown below.</FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2">34</FONT>
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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>




<P align="left"><FONT size="2"><B>ROGERS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements (continued)<BR>
(Tabular amounts in thousands of dollars, except per share amounts)
</FONT>

<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>10.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>Long-term debt (continued):</B></FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">The New Bank Credit Facility is secured by the pledge of a senior bond
issued under a deed of trust which is secured by substantially all of
the assets of Cable and its wholly owned subsidiary, Rogers Cable
Communications Inc. (&#147;RCCI&#148;), subject to certain exceptions and prior
liens. In addition, under the terms of an inter-creditor agreement,
the proceeds of any enforcement of the security under the deed of trust
would be applied first to repay any obligations outstanding under the
Tranche A Credit Facility. Additional proceeds would be applied pro
rata to repay all other obligations of Cable secured by senior bonds,
including the Tranche B Credit Facility and Cable&#146;s senior secured
notes and debentures.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">The Tranche B Credit Facility is available, subject to the restriction
discussed below*, on a reducing/revolving basis, with the original
amount of credit available under the Tranche B Credit Facility
scheduled to reduce as follows:</FONT></TD>
</TR>
</TABLE>
<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="55%">
<TR valign="bottom">
    <TD width="58%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="18%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="18%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Reduction</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center"><FONT size="1"><B>Date of reduction</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>at each date</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">On January 2:</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">2006</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">118,750</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">2007</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">118,750</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">2008</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">118,750</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">2009</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">118,750</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR><TD>&nbsp;</TD></TR>
<TR valign="top">
    <TD colspan="5"><FONT size="2"><DIV style="margin-left:10px; text-indent:-10px">* Of the $475.0&nbsp;million availability under the Tranche B Credit
Facility, $400.0&nbsp;million is reserved to repay the aggregate amount of
Cable&#146;s Senior Secured Second Priority Notes, due 2005 (the &#147;Notes&#148;)
(note 10(c)(ii)) that is outstanding from time to time. When all or
any portion of the aggregate amount of the Notes is repaid from time to
time from any source, including the Tranche B Credit Facility, then the
$400.0&nbsp;million reserved amount is reduced by an amount equal to the
repayment and such amount of the Tranche B Credit Facility becomes
fully available to Cable.</DIV></FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>

<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
    <TD width="7%">&nbsp;</TD>
    <TD width="51%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="18%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="18%">&nbsp;</TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
<TD colspan="5"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;&nbsp;The New Bank Credit Facility requires, among other things, that Cable
satisfy certain financial covenants, including the maintenance of
certain financial ratios. The interest rate charged on the New Bank
Credit Facility ranges from nil to 2.25% per annum over the bank prime
rate or base rate or 0.875% to 3.25% per annum over the bankers&#146;
acceptance rate or LIBOR.</FONT></DIV></TD>
</TR>
</TABLE>
</CENTER>
<P align="center"><FONT size="2">35</FONT>
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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>




<P align="left"><FONT size="2"><B>ROGERS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements (continued)<BR>
(Tabular amounts in thousands of dollars, except per share amounts)
</FONT>

<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>10.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>Long-term debt (continued):</B></FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(ii)</FONT></TD>
    <TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="92%"><FONT size="2">Senior Secured Second Priority Notes, due 2005:</FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="92%"><FONT size="2">Cable&#146;s U.S. $291.5&nbsp;million Senior Secured Second Priority Notes
mature on March&nbsp;15, 2005.</FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(iii)</FONT></TD>
    <TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="92%"><FONT size="2">Senior Secured Second Priority Notes, due 2007:</FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="92%"><FONT size="2">On February&nbsp;5, 2002, Cable issued $450.0&nbsp;million 7.60% Senior
Secured Second Priority Notes due on February&nbsp;6, 2007. The notes
are redeemable at Cable&#146;s option, in whole or in part, at any time,
with at least 30&nbsp;days and not more than 60&nbsp;days prior notice subject
to a certain prepayment premium.</FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(iv)</FONT></TD>
    <TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="92%"><FONT size="2">Senior Secured Second Priority Debentures, due 2007:</FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="92%"><FONT size="2">Cable&#146;s U.S. $74.8&nbsp;million Senior Secured Second Priority Debentures
were redeemed on June&nbsp;26, 2003 at a redemption price of 105.00% of
the aggregate principal amount. During 2002, Cable repurchased U.S.
$36.0&nbsp;million of these debentures (note 10(e)).</FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(v)</FONT></TD>
    <TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="92%"><FONT size="2">Senior Secured Second Priority Notes, due 2012:</FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="92%"><FONT size="2">On April&nbsp;30, 2002, Cable issued U.S. $350.0&nbsp;million 7.875% Senior
Secured Second Priority Notes due on May&nbsp;1, 2012. The notes are
redeemable at Cable&#146;s option, in whole or in part, at any time, with
at least 30&nbsp;days and not more than 60&nbsp;days prior notice subject to a
certain prepayment premium.</FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(vi)</FONT></TD>
    <TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="92%"><FONT size="2">Senior Secured Second Priority Notes, due 2013:</FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="92%"><FONT size="2">On June&nbsp;19, 2003, Cable issued U.S. $350.0&nbsp;million 6.25% Senior
Secured Second Priority Notes due June&nbsp;15, 2013. The notes are
redeemable at Cable&#146;s option, in whole or in part, at any time with
at least 30&nbsp;days and not more than 60&nbsp;days prior notice subject to a
certain prepayment premium.</FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2">36</FONT>
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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>




<P align="left"><FONT size="2"><B>ROGERS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements (continued)<BR>
(Tabular amounts in thousands of dollars, except per share amounts)
</FONT>

<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>10.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>Long-term debt (continued):</B></FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="8%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(vii)</FONT></TD>
    <TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="89%"><FONT size="2">Senior Secured Second Priority Debentures, due 2014:</FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="8%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="89%"><FONT size="2">Cable&#146;s $300.0&nbsp;million Senior Secured Second Priority Debentures
mature on January&nbsp;15, 2014. The debentures are redeemable at
Cable&#146;s option, in whole or in part, at any time on or after January
15, 2004, at 104.825% of the principal amount, declining ratably to
100% of the principal amount on or after January&nbsp;15, 2008, plus, in
each case, interest accrued to the redemption date.</FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="8%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(viii)</FONT></TD>
    <TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="89%"><FONT size="2">Senior Secured Second Priority Debentures, due 2032:</FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="8%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="89%"><FONT size="2">On April&nbsp;30, 2002, Cable issued U.S. $200.0&nbsp;million 8.75% Senior
Secured Second Priority Debentures due on May&nbsp;1, 2032. The
debentures are redeemable at Cable&#146;s option, in whole or in part, at
any time, with at least 30&nbsp;days and not more than 60&nbsp;days prior
notice subject to a certain prepayment premium.</FONT></TD>
</TR>
</TABLE>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD  colspan="2" width="92%"><FONT size="2">Each of Cable&#146;s senior secured notes and debentures described above is
secured by the pledge of a senior bond which is secured by the same
security as the security for the bank credit facility described in note
10(c)(i) and rank equally in regard to the proceeds of any enforcement
of security with the Tranche B Credit Facility.</FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="8%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(ix)</FONT></TD>
    <TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="89%"><FONT size="2">Senior Subordinated Guaranteed Debentures, due 2015:</FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="8%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="89%"><FONT size="2">Cable&#146;s U.S. $113.7&nbsp;million Senior Subordinated Guaranteed
Debentures mature on December&nbsp;1, 2015. During 2002, Cable
repurchased U.S. $11.3&nbsp;million principal amount of these debentures
(note 10(e)). The subordinated debentures are redeemable at Cable&#146;s
option, in whole or in part, at any time on or after December&nbsp;1,
2005, at 105.5% of the principal amount, declining ratably to 100%
of the principal amount on or after December&nbsp;1, 2009, plus, in each
case, interest accrued to the redemption date. The subordinated
debentures are subordinated in right of payment to all existing and
future senior indebtedness of Cable (including the New Bank Credit
Facility and the senior secured notes and debentures) and are not
secured by the pledge of a senior bond.</FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="5%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="92%"><FONT size="2">Interest is paid semi-annually on all of Cable&#146;s notes and debentures.</FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2">37</FONT>
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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>




<P align="left"><FONT size="2"><B>ROGERS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements (continued)<BR>
(Tabular amounts in thousands of dollars, except per share amounts)
</FONT>

<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>10. </B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>Long-term debt (continued):</B></FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="8%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(d)</FONT></TD>
    <TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="89%"><FONT size="2">Media:</FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="8%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="89%"><FONT size="2">Bank credit facility:</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="8%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="89%"><FONT size="2">At December&nbsp;31, 2003, Media
had $63.5&nbsp;million (2002 - nil) outstanding
under its $500.0&nbsp;million revolving bank credit facility with a
consortium of Canadian financial institutions. Borrowings under this
facility are available to Media and two wholly owned subsidiaries,
Rogers Broadcasting Limited and Rogers Publishing Limited
(collectively, the &#147;Borrowers&#148;) for general corporate purposes.
Media&#146;s bank credit facility is available on a fully revolving basis
until maturity on September&nbsp;30, 2006 and there are no scheduled
reductions prior to maturity.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="8%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="89%"><FONT size="2">The interest rates charged on this credit facility range from the bank
prime rate or U.S. base rate plus 0.25% to 2.50% per annum and the
bankers&#146; acceptance rate or LIBOR plus 1.25% to 3.50% per annum. The
bank credit facility requires, among other things, that Media satisfy
certain financial covenants, including the maintenance of certain
financial ratios.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="8%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="89%"><FONT size="2">The bank credit facility is secured by floating charge debentures over
most of the assets of the Borrowers, subject to certain exceptions.
The Borrowers have cross-guaranteed their present and future
liabilities and obligations under the credit facility.</FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="8%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(e)</FONT></TD>
    <TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="89%"><FONT size="2">Debt repayment:</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="11%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(i)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="85%"><FONT size="2">During 2003, the Company redeemed an aggregate U.S.
$334.8&nbsp;million and Cdn. $165.0&nbsp;million principal amount of Senior
Notes and Debentures. The Company paid a prepayment premium of
$19.3&nbsp;million, and wrote off deferred financing costs of $5.5
million, resulting in a loss on the repayment of debt of $24.8
million.</FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2">38</FONT>
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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>




<P align="left"><FONT size="2"><B>ROGERS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements (continued)<BR>
(Tabular amounts in thousands of dollars, except per share amounts)
</FONT>

<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>10.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>Long-term debt (continued):</B></FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="8%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(ii)</FONT></TD>
    <TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="89%"><FONT size="2">During 2002, an aggregate U.S. $796.1&nbsp;million notional
amount of cross-currency and interest rate exchange agreements
were terminated either by unwinding or maturity, resulting in
aggregate net cash proceeds of $225.2&nbsp;million. A portion of these
proceeds was used to repay or redeem a total of U.S. $326.1
million principal amount of Senior Notes and Debentures. The
Company paid a prepayment premium of $21.8&nbsp;million, recorded a
gain on the unwinding of cross-currency and interest rate exchange
agreements of $4.2&nbsp;million, recorded a gain on the repurchase of
debt of $30.7&nbsp;million and wrote off deferred financing costs of
$3.0&nbsp;million, resulting in a net gain on the repayment of debt of
$10.1&nbsp;million. In addition, the Company has deferred a gain of
$22.5&nbsp;million related to the unwinding of cross-currency exchange
agreements, which is being amortized to interest expense over the
remaining life of the related debt. Amortization in 2003 was $2.6
million (2002 - $0.7&nbsp;million).</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(f)</FONT></TD>
    <TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="92%"><FONT size="2">Interest exchange agreements:</FONT></TD>
</TR>
</TABLE>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="8%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(i)</FONT></TD>
    <TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="89%"><FONT size="2">At December&nbsp;31, 2003, total U.S. dollar-denominated
long-term debt amounted to U.S. $2,868.3&nbsp;million (2002 - U.S.
$2,845.9&nbsp;million). The Company has entered into several
cross-currency interest rate exchange agreements and forward
foreign exchange contracts in order to reduce the Company&#146;s
exposure to changes in the exchange rate of the U.S. dollar as
compared to the Canadian dollar. At December&nbsp;31, 2003, U.S.
$1,943.4&nbsp;million (2002 - U.S. $1,768.4&nbsp;million) or 67.8%<BR>
(2002 -
62.1%) is hedged through cross-currency interest rate exchange
agreements at an average exchange rate of Cdn. $1.4647 (2002 -
$1.4766) to U.S. $1.00.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="8%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(ii)</FONT></TD>
    <TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="89%"><FONT size="2">The cross-currency interest rate exchange agreements have
the effect of: converting the interest rate on U.S. $1,558.4
million (2002 - U.S. $1,383.4&nbsp;million) of long-term debt from an
average U.S. dollar fixed interest rate of 8.82% (2002 - 9.15%)
per annum to an average Canadian dollar fixed interest rate of
9.70% (2002 - 9.94%) per annum on $2,346.0&nbsp;million (2002 -
$2,110.7&nbsp;million); and converting the interest rate on U.S. $385.0
million of long-term debt from an average U.S. dollar fixed
interest rate of 9.38% per annum to an average Canadian dollar
floating interest rate equal to the bankers&#146; acceptance rate plus
2.35% per annum, which totalled 5.11% (2002 - 5.22%) on $500.5
million at December&nbsp;31,
2003. The Company assumed an interest rate exchange agreement upon
completion of an acquisition during 2001. This interest rate
exchange agreement has the effect of converting $30.0&nbsp;million of
floating rate obligations of the Company to a fixed interest rate of
7.72% per annum. The total long-term debt at fixed interest rates
at December&nbsp;31, 2003 was $4,560.6&nbsp;million (2002 - $5,024.2&nbsp;million)
or 86.0% (2002 - 88.3%) of total long-term debt.</FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2">39</FONT>
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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>




<P align="left"><FONT size="2"><B>ROGERS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements (continued)<BR>
(Tabular amounts in thousands of dollars, except per share amounts)
</FONT>

<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>10.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>Long-term debt (continued):</B></FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="9%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="87%"><FONT size="2">The Company&#146;s effective weighted average interest rate on all
long-term debt as at December&nbsp;31, 2003, including the effect of the
interest exchange agreements and cross-currency interest rate
exchange agreements, was 8.48% (2002 - 8.74%).</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="9%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="87%"><FONT size="2">The obligations under U.S.
$1,943.4&nbsp;million (2002 - $1,768.4
million) of the cross-currency interest rate exchange agreements are
secured by substantially all of the assets of the respective
subsidiary companies to which they relate and generally rank equally
with the other secured indebtedness of such subsidiary companies.</FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="8%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(g)</FONT></TD>
    <TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="89%"><FONT size="2">Principal repayments:</FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="8%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="89%"><FONT size="2">As at December&nbsp;31, 2003, principal repayments due within each of the
next five years and in total thereafter on all long-term debt are as
follows:</FONT></TD>
</TR>
</TABLE>
<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="55%">
<TR valign="bottom">
    <TD width="77%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="8%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="9%">&nbsp;</TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">2004</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">11,498</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">2005</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">651,140</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">2006</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">323,125</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">2007</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">936,190</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">2008</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">568,608</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2,490,561</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Thereafter</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2,479,671</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">4,970,232</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Effect of cross-currency interest rate
exchange agreements</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">334,784</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">5,305,016</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="8%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="89%"><FONT size="2">The provisions of the long-term debt agreements described above impose,
in most instances, restrictions on the operations and activities of the
companies governed by these agreements. Generally, the most
significant of these restrictions are debt incurrence and maintenance
tests, restrictions upon additional investments, sales of assets and
payment of dividends. In addition, the repayment dates of certain debt
agreements may be accelerated if there is a change in control of the
respective companies. At December&nbsp;31, 2003, the Company is in
compliance with all terms of the long-term debt agreements.</FONT></TD>
</TR>
</TABLE>

<P align="center"><FONT size="2">40</FONT>



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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<P align="left"><FONT size="2"><B>ROGERS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements (continued)<BR>
(Tabular amounts in thousands of dollars, except per share amounts)
</FONT>

<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>11.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>Shareholders&#146; equity:</B></FONT></TD>
</TR>
</TABLE>
<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="75%">
<TR valign="bottom">
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="53%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2003</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2002</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="4"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Capital stock:</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD colspan="4"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Preferred shares:</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Held by subsidiary companies:</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">60,000 Series&nbsp;XXVII (2002 - 60,000)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">60,000</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">60,000</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">818,300 Series&nbsp;XXX (2002 - 818,300)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">10,000</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">10,000</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">300,000 Series&nbsp;XXXI (2002 - 300,000)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">300,000</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">300,000</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="4"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">370,000</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">370,000</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Held by members of the Company&#146;s
share purchase plans:</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">104,488 Series&nbsp;E convertible
preferred shares (2002 - 135,836)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,787</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2,327</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD colspan="4"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">371,787</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">372,327</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="4"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Common shares:</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">56,235,394 Class&nbsp;A Voting shares
(2002 - 56,240,494)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">72,313</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">72,320</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">177,241,646 Class&nbsp;B Non-Voting shares
(2002 - 158,784,358)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">287,978</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">257,989</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD colspan="4"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">360,291</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">330,309</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="4"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">732,078</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">702,636</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD colspan="4"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Deduct:</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="3"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Amounts receivable from employees under
certain share purchase plans</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,186</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">6,274</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="3"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Preferred shares of the Company held
by subsidiary companies</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">370,000</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">370,000</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="4"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">371,186</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">376,274</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD colspan="4"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Total capital stock</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">360,892</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">326,362</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="4"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Convertible Preferred Securities (note 11(b)(i))</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">576,000</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">576,000</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD colspan="4"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Contributed surplus</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,169,924</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">917,262</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="4"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Deficit</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(339,436</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(415,589</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD colspan="4"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,406,488</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,077,673</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="4"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">1,767,380</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">1,404,035</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P align="center"><FONT size="2">41</FONT>
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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
<P align="left"><FONT size="2"><B>ROGERS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements (continued)<BR>
(Tabular amounts in thousands of dollars, except per share amounts)
</FONT>

<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>11.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>Shareholders&#146; equity (continued):</B></FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(a)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Capital stock:</FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="8%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(i)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Preferred shares:</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Rights and conditions:</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">There are 400&nbsp;million authorized Preferred Shares without par value,
issuable in series, with rights and terms of each series to be fixed
by the Board of Directors prior to the issue of such series.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">The Series&nbsp;XXVII Preferred Shares are non-voting, are redeemable at
$1,000 per share at the option of the Company and carry the right to
cumulative dividends at a rate equal to the bank prime rate plus
1-3/4% per annum.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">The Series&nbsp;XXX Preferred Shares are non-voting, are redeemable at
$1,000 per share at the option of the Company and carry the right to
non-cumulative dividends at a rate of 9-1/2% per annum.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">The Series&nbsp;XXXI Preferred Shares are non-voting, are redeemable at
$1,000 per share at the option of the Company and carry the right to
cumulative dividends at a rate of 9-5/8% per annum.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">The Series&nbsp;E Convertible Preferred Shares are non-voting and are
redeemable and retractable under certain conditions. All of these
shares are convertible at the option of the holder up to the
mandatory date of redemption into Class&nbsp;B Non-Voting shares of the
Company at a conversion rate equal to one Class&nbsp;B Non-Voting share
for each convertible preferred share to be converted. These shares
are entitled to receive, ratably with holders of the Class&nbsp;B
Non-Voting shares, cash dividends per share in an amount equal to
the cash dividends declared and paid per share on Class&nbsp;B Non-Voting
shares.</FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2">42</FONT>
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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
<P align="left"><FONT size="2"><B>ROGERS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements (continued)<BR>
(Tabular amounts in thousands of dollars, except per share amounts)
</FONT>

<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>11.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>Shareholders&#146; equity (continued):</B></FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(ii)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Common shares:</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Rights and conditions:</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">There are 56,240,494 authorized Class&nbsp;A Voting shares without par
value. Each Class&nbsp;A Voting share is entitled to 25 votes per share.
The Class&nbsp;A Voting shares may receive a dividend at an semi-annual
rate of up to $0.05 per share only after the Class&nbsp;B Non-Voting
shares have been paid a dividend at an annual rate of $0.05 per
share. The Class&nbsp;A Voting shares are convertible on a one-for-one
basis into Class&nbsp;B Non-Voting shares.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">There are 1.4&nbsp;billion authorized Class&nbsp;B Non-Voting shares with a
par value of $1.62478 per share. The Class&nbsp;A Voting and Class&nbsp;B
Non-Voting shares share equally in dividends after payment of a
dividend of $0.05 per share for each class.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(iii)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">During 2003, the Company completed the following capital
stock transactions:</FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="10%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(a)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">2,700,000 Class&nbsp;B Non-Voting shares with a value of
$35.2&nbsp;million were issued as consideration for the acquisition
of 3,000,000 Subordinated Voting shares of Cogeco (note 6(b));</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(b)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">On February&nbsp;7, 2003, as per the expected conditions
of the 2001 acquisition of Cable Atlantic, the Company issued
1,329,007 Class&nbsp;B Non-Voting shares to the vendors. The
vendors disputed the Company&#146;s calculation of the requisite
number of shares to be issued. In December 2003, the Company
and the vendors agreed upon the requisite number of shares to
be issued, with the Company issuing an additional 736,395 Class
B Non-Voting shares to the vendors;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(c)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">11,889 Series&nbsp;E Convertible Preferred Shares with a
value of $0.2&nbsp;million were converted to 11,889 Class&nbsp;B
Non-Voting shares and 19,459 Series&nbsp;E Convertible Preferred
shares were cancelled;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(d)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">952,250 Class&nbsp;B Non-Voting shares were issued to
employees upon the exercise of options for cash of $8.6
million;</FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2">43</FONT>
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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
<P align="left"><FONT size="2"><B>ROGERS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements (continued)<BR>
(Tabular amounts in thousands of dollars, except per share amounts)
</FONT>

<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>11.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>Shareholders&#146; equity (continued):</B></FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="10%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(e)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">On June&nbsp;12, 2003, 12,722,647 Class&nbsp;B Non-Voting
shares were issued to a syndicate of Canadian underwriters for
net cash proceeds of approximately $239.0&nbsp;million; and</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(f)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">5,100 Class&nbsp;A Voting shares were converted to 5,100
Class&nbsp;B Non-Voting shares.</FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">As a result of the above transactions, $252.7&nbsp;million of the issued
amounts related to Class&nbsp;B Non-Voting shares was recorded in
contributed surplus.</FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(iv)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">During 2002, the Company completed the following capital
stock transactions:</FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="9%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(a)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">4,500 Series&nbsp;XXIII Preferred Shares were redeemed
from a subsidiary company for $4.5&nbsp;million and cancelled;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(b)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">300,000 Series&nbsp;XXXII Preferred Shares were redeemed
from a subsidiary company for $300.0&nbsp;million and cancelled;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(c)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">1,042,049 Series&nbsp;XXXIII Preferred Shares were
issued to a subsidiary company as consideration of the
repayment of debt owing by RCI to the subsidiary. These shares
were subsequently redeemed for $1,042.0&nbsp;million and cancelled;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(d)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">120,984 Series&nbsp;B and 17,525 Series&nbsp;E Convertible
Preferred Shares with a value of $1.8&nbsp;million were converted to
138,509 Class&nbsp;B Non-Voting shares. 4,631 Series&nbsp;B Convertible
Preferred Shares with a value of $0.1&nbsp;million reached the date
of mandatory redemption and were redeemed for cash;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(e)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">449,045 Class&nbsp;B Non-Voting shares were issued to
employees upon the exercise of options for cash of $4.1
million;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(f)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">4,305,830 Class&nbsp;B Non-Voting shares with a value of
$104.8&nbsp;million were issued as consideration for the acquisition
of 4,925,300 Class&nbsp;B Restricted Voting shares of Wireless;</FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2">44</FONT>
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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
<P align="left"><FONT size="2"><B>ROGERS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements (continued)<BR>
(Tabular amounts in thousands of dollars, except per share amounts)
</FONT>

<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>11.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>Shareholders&#146; equity (continued):</B></FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="10%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(g)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">The 5,333,333 warrants issued in 1999 expired in
2002. The carrying value of these warrants, being $24.0
million, was transferred to contributed surplus; and</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(h)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">339,100 Class&nbsp;B Non-Voting shares were issued to
employees pursuant to the employee share purchase plan for cash
of $4.8&nbsp;million.</FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">As a result of the above transactions, $130.6&nbsp;million of the issued
amounts related to Class&nbsp;B Non-Voting shares was recorded in
contributed surplus.</FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(v)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">The Articles of Continuance of the Company under the
Company Act (British Columbia) impose restrictions on the
transfer, voting and issue of the Class&nbsp;A Voting and Class&nbsp;B
Non-Voting shares in order to ensure that the Company remains
qualified to hold or obtain licences required to carry on certain
of its business undertakings in Canada.</FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">The Company is authorized to refuse to register transfers of any
shares of the Company to any person who is not a Canadian in order
to ensure that the Company remains qualified to hold the licences
referred to above.</FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(b)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Equity instruments:</FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(i)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Convertible Preferred Securities and Warrants:</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Convertible Preferred Securities were issued in 1999 with a face
value of $600.0&nbsp;million to a subsidiary of Microsoft Corporation
(&#147;Microsoft&#148;). These Convertible Preferred Securities bear interest
at 5 1/2% per annum, payable quarterly in cash, Class&nbsp;B Non-Voting
shares or additional Convertible Preferred Securities, at the
Company&#146;s option. The Convertible Preferred Securities are
convertible, in whole or in part, at any time, at Microsoft&#146;s
option, into 28.5714 Class&nbsp;B Non-Voting shares per $1,000 aggregate
principal amount of Convertible Preferred Securities, representing a
conversion price of $35 per Class&nbsp;B Non-Voting share. The
Convertible Preferred Securities mature on August&nbsp;11, 2009, and are
callable by the Company on or after August&nbsp;11, 2004, subject to
certain conditions. The Company has the option of repaying the
Convertible Preferred Securities in cash or Class&nbsp;B Non-Voting
shares.</FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2">45</FONT>
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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
<P align="left"><FONT size="2"><B>ROGERS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements (continued)<BR>
(Tabular amounts in thousands of dollars, except per share amounts)
</FONT>

<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>11.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>Shareholders&#146; equity (continued):</B></FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">As part of the transaction to issue the Convertible Preferred
Securities, the Company issued 5,333,333 warrants to Microsoft, each
exercisable into one Class&nbsp;B Non-Voting share. These warrants
expired on August&nbsp;11, 2002.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">The Company received cash proceeds of $600.0&nbsp;million for the issue
of the Convertible Preferred Securities and warrants, which were
allocated to Convertible Preferred Securities, including the
conversion feature, in the amount of $576.0&nbsp;million and the warrants
in the amount of $24.0&nbsp;million. Upon expiration of the warrants in
2002, $24.0&nbsp;million was transferred to contributed surplus.
Interest on the Convertible Preferred Securities is recorded for
accounting purposes as a charge to the consolidated statements of
deficit, similar to a dividend.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(ii)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Preferred Securities:</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">On August&nbsp;10, 2000, the Company issued $1,154.4&nbsp;million principal
amount of Preferred Securities due June&nbsp;30, 2003, with an interest
rate of 7.27% per annum, compounded quarterly. The Preferred
Securities could have been settled, in whole or in part, at the
Company&#146;s option, with Class&nbsp;B Non-Voting shares, the number of
which was based on the daily average trading prices of the Class&nbsp;B
Non-Voting shares. Interest of approximately $216.9&nbsp;million to June
30, 2003 was prepaid, with the Company receiving net proceeds of
$937.5&nbsp;million, which, less fees and expenses of $12.2&nbsp;million,
resulted in $925.3&nbsp;million of net proceeds. Contemporaneously, the
Company entered into an interest exchange agreement, effectively
converting the fixed interest rate to a floating interest rate at
bankers&#146; acceptance rate plus 1.25%. The Company could have settled
its obligation under this interest exchange agreement, at its
option, in cash or Class&nbsp;B Non-Voting shares of the Company.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">On October&nbsp;8, 2002, the Company settled its obligation under the
Preferred Securities using cash (note 6(c)).</FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2">46</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
<P align="left"><FONT size="2"><B>ROGERS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements (continued)<BR>
(Tabular amounts in thousands of dollars, except per share amounts)
</FONT>

<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>11.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>Shareholders&#146; equity (continued):</B></FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="7%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(iii)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Collateralized Equity Securities:</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">On October&nbsp;23, 2001, the Company entered into certain equity
derivative contracts that served to monetize an additional portion
of the accreted floor price of its AT&#038;T Canada Deposit Receipts,
after taking into account the monetization through the Preferred
Securities issued in August 2000. The Company received proceeds of
$248.9&nbsp;million, which, less fees and expenses, resulted in net
proceeds of $245.6&nbsp;million. The settlement terms of these contracts
enabled the Company to settle or net-settle in Class&nbsp;B Non-Voting
shares, the number of which was based on the trading value of the
Class&nbsp;B Non-Voting shares, or physically settle or net cash settle
these contracts, in whole or in part, or in any combination thereof,
at the Company&#146;s option.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">On October&nbsp;8, 2002, the Company paid its obligation under the
Collateralized Equity Securities in cash (note 6(c)).</FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(c)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Distributions and accretions on Preferred Securities and
Collateralized Equity Securities:</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">The distribution on Convertible Preferred Securities are recorded net of future income taxes of
$3.2&nbsp;million (2002 - $12.7&nbsp;million). In 2002, the accretion
on Preferred Securities were recorded net of future income taxes of
$9.7&nbsp;million. In
addition, in 2002, the accretion on the Collateralized Equity
Securities and Preferred Securities included issue costs of $3.2
million and $12.2&nbsp;million, respectively, which previously were recorded
as a reduction of the carrying value of these securities (notes 6(c))
and 11(b)(ii) and (iii)).</FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2">47</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
<P align="left"><FONT size="2"><B>ROGERS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements (continued)<BR>
(Tabular amounts in thousands of dollars, except per share amounts)
</FONT>

<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>11.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>Shareholders&#146; equity (continued):</B></FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(d)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Stock option and share purchase plans:</FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="9%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(i)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Stock option plans:</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Details of the RCI stock option plan are as follows:</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">The Company&#146;s stock option plan provides senior employee
participants an incentive to acquire an equity ownership interest in
the Company over a period of time and, as a result, reinforces
executives&#146; attention on the long-term interest of the Company and
its shareholders. Under the plan, options to purchase Class&nbsp;B
Non-Voting shares of the Company on a one-for-one basis may be
granted to employees, directors and officers of the Company and its
affiliates by the Board of Directors or by the Company&#146;s Management
Compensation Committee. There are 11.0&nbsp;million options authorized
under the 2000 plan, 12.5&nbsp;million options authorized under the
1996 plan, and 4.75&nbsp;million options authorized under the 1994
plan. The term of each option is 10&nbsp;years; the
vesting period is generally four years but may be adjusted by the
Management Compensation Committee on the date of grant. The
exercise price for options is equal to the fair market value of the
Class&nbsp;B Non-Voting shares, as quoted on The Toronto Stock Exchange
on the grant date.</FONT></TD>
</TR>
</TABLE>
<CENTER>
<TABLE align="right" cellspacing="0" border="0" cellpadding="0" width="87%">
<TR valign="bottom">
    <TD width="44%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="7"><FONT size="1"><B>2003</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="7"><FONT size="1"><B>2002</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="7"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="7"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>

    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Weighted</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Weighted</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>average</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>average</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Number of</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>exercise</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Number of</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>exercise</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>options</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>price</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>options</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>price</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Outstanding, beginning of year</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">16,226,896</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">18.82</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">17,463,270</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">18.86</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Granted</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">4,197,800</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">18.70</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">228,216</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">21.50</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Exercised</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(952,250</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">8.99</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(449,045</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">9.10</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Forfeited</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(491,413</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">27.89</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(1,015,545</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">24.44</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Outstanding, end of year</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">18,981,033</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">19.06</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">16,226,896</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">18.82</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Exercisable, end of year</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">12,171,834</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">17.85</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">11,349,805</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">15.76</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</CENTER>
<br clear="all">
<P align="center"><FONT size="2">48</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
<P align="left"><FONT size="2"><B>ROGERS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements (continued)<BR>
(Tabular amounts in thousands of dollars, except per share amounts)
</FONT>

<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>11.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>Shareholders&#146; equity (continued):</B></FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="9%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">At December&nbsp;31, 2003, the range of exercise prices, the weighted
average exercise price and the weighted average remaining
contractual life are as follows:</FONT></TD>
</TR>
</TABLE>
<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="75%">
<TR valign="bottom">
    <TD width="26%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="8%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="8%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="8%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="8%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="11"><FONT size="1"><B>Options outstanding</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="7"><FONT size="1"><B>Options exercisable</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="11"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="7"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Weighted</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>average</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Weighted</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Weighted</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>remaining</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>average</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>average</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center"><FONT size="1"><B>Range of</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Number</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>contractual</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>exercise</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Number</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>exercise</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center"><FONT size="1"><B>exercise prices</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>outstanding</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>life (years)</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>price</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>exercisable</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>price</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">

<TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">$5.78  - $8.52</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">4,266,400</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">3.5</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">6.72</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">4,266,400</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">6.72</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">

<TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">$9.46 - $13.17</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2,283,550</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">5.2</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">12.22</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,826,050</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">11.98</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">$16.75 - $23.77</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">8,089,632</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">8.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">21.31</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2,902,767</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">23.02</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">$25.44 - $38.16</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">4,341,451</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">6.9</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">30.58</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">3,176,617</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">31.44</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">18,981,033</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">6.4</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">19.06</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">12,171,834</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">17.85</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="9%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Details of Wireless&#146; stock option plan are as follows:</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="9%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Wireless&#146; stock option plan provides senior employee participants an
incentive to acquire an equity ownership interest in Wireless over a
period of time and, as a result, reinforce executives&#146; attention on
the long-term interest of Wireless and its shareholders. Under the
plan, options to purchase Class&nbsp;B Restricted Voting shares of
Wireless may be granted to employees, directors and officers of
Wireless by the Board of Directors or by Wireless&#146; Management
Compensation Committee. There are 4,750,000 options authorized
under the 2000 plan. The term of each option is 10&nbsp;years; the
vesting period is generally four years but may be adjusted by the
Management Compensation Committee on the date of grant. The
exercise price for options is equal to the fair market value of the
Class&nbsp;B Restricted Voting shares of Wireless, as quoted on The
Toronto Stock Exchange on the grant date.</FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2">49</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
<P align="left"><FONT size="2"><B>ROGERS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements (continued)<BR>
(Tabular amounts in thousands of dollars, except per share amounts)
</FONT>

<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>11.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>Shareholders&#146; equity (continued):</B></FONT></TD>
</TR>
</TABLE>
<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="75%">
<TR valign="bottom">
    <TD width="50%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="7"><FONT size="1"><B>2003</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="7"><FONT size="1"><B>2002</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="7"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="7"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Weighted</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Weighted</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>average</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>average</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Number of</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>exercise</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Number of</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>exercise</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>options</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>price</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>options</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>price</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Options outstanding, beginning
of year</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">3,471,017</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">25.04</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">3,641,613</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">25.57</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Granted</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,111,200</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">20.47</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">269,800</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">16.56</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Exercised</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(158,495</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">18.18</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(19,759</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">17.62</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Forfeited</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(196,625</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">22.39</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(420,637</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">24.50</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Options outstanding, end of year</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">4,227,097</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">24.22</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">3,471,017</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">25.04</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Exercisable, end of year</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2,291,372</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">27.36</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,869,442</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">26.72</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="8%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="2%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="88%"><FONT size="2">At December&nbsp;31, 2003, the range of exercise prices, the weighted
average exercise price and the weighted average remaining
contractual life are as follows:</FONT></TD>
</TR>
</TABLE>
<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="75%">
<TR valign="bottom">
    <TD width="28%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="11"><FONT size="1"><B>Options outstanding</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="7"><FONT size="1"><B>Options exercisable</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="11"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="7"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Weighted</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>average</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Weighted</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Weighted</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>remaining</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>average</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>average</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center"><FONT size="1"><B>Range of</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Number</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>contractual</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>exercise</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Number</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>exercise</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center"><FONT size="1"><B>exercise prices</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>outstanding</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>life (years)</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>price</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>exercisable</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>price</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">$11.82 - $16.88</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,158,272</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">7.6</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">16.33</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">436,022</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">16.02</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">$18.15 - $22.06</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,891,825</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">7.5</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">21.12</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,117,450</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">21.14</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">$25.96 - $32.75</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">588,200</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">7.8</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">27.00</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">149,100</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">30.07</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">$37.74 - $51.53</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">588,800</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">6.3</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">46.87</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">588,800</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">46.87</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">4,227,097</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">7.4</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">24.22</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2,291,372</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">27.36</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;There was no compensation expense related to stock
options for 2003 or 2002.
</FONT>

<P align="center"><FONT size="2">50</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
<P align="left"><FONT size="2"><B>ROGERS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements (continued)<BR>
(Tabular amounts in thousands of dollars, except per share amounts)
</FONT>

<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>11.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>Shareholders&#146; equity (continued):</B></FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="95%"><FONT size="2">Stock-based compensation:</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="10%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="88%"><FONT size="2">For stock options granted to employees on or after January&nbsp;1, 2002,
had the Company determined compensation expense based on the &#147;fair
value&#148; method at the grant date of such stock option awards,
consistent with the method prescribed under CICA Handbook Section
3870, the Company&#146;s net income for the year and earnings per share
would have been reported as the pro forma amounts indicated below.
The fair value of the options is amortized on a straight-line basis
over the vesting period.</FONT></TD>
</TR>
</TABLE>
<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="76%">
<TR valign="bottom">
    <TD width="5%">&nbsp;</TD>
    <TD width="65%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2003</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2002</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Net income for the year, as reported</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">129,193</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">312,032</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">

<TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Stock-based compensation expense - RCI</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(5,323</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(441</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">

<TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Stock-based compensation expense - Wireless</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(1,073</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(185</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>
<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Pro forma net income for the year</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">122,797</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">311,406</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Earnings (loss)&nbsp;per share:</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Reported earnings for the year</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">0.35</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">1.05</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Effect of stock-based compensation expense</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(0.03</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Pro forma basic earnings per share</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">0.32</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">1.05</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Diluted earnings per share, as reported</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">0.34</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">0.83</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Pro forma diluted earnings per share</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">0.31</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">0.83</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P align="center"><FONT size="2">51</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
<P align="left"><FONT size="2"><B>ROGERS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements (continued)<BR>
(Tabular amounts in thousands of dollars, except per share amounts)
</FONT>

<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>11.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>Shareholders&#146; equity (continued):</B></FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="4%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="88%"><FONT size="2">The weighted average estimated fair value at the date of the grant
for RCI options granted during 2003 was $10.78 (2002 - $10.39) per
share. The weighted average fair value at the date of grant for
Wireless options granted for 2003 was $12.20 (2002 - $8.35) per
share. The fair value of each option granted was estimated on the
date of the grant using the Black-Scholes option-pricing model with
the following assumptions:</FONT></TD>
</TR>
</TABLE>
<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="76%">
<TR valign="bottom">
    <TD width="77%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>

    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2003</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2002</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">RCI&#146;s risk-free interest rate</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">4.42</FONT></TD>
    <TD nowrap><FONT size="2">%</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">4.86</FONT></TD>
    <TD nowrap><FONT size="2">%</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Wireless&#146; risk-free interest rate</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">4.50</FONT></TD>
    <TD nowrap><FONT size="2">%</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">4.81</FONT></TD>
    <TD nowrap><FONT size="2">%</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">RCI&#146;s dividend yield</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">0.21</FONT></TD>
    <TD nowrap><FONT size="2">%</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Wireless&#146; dividend yield</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Volatility factor of the future expected market
price of RCI&#146;s Class&nbsp;B Non-Voting shares</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">50.20</FONT></TD>
    <TD nowrap><FONT size="2">%</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">48.82</FONT></TD>
    <TD nowrap><FONT size="2">%</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Volatility factor of the future expected market price of
Wireless&#146; Class&nbsp;B Restricted Voting shares</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">55.17</FONT></TD>
    <TD nowrap><FONT size="2">%</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">51.95</FONT></TD>
    <TD nowrap><FONT size="2">%</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Weighted average expected life of the RCI options</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="3" nowrap align="center"><FONT size="2">6.6 years</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="3" nowrap align="center"><FONT size="2">5 years</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Weighted average expected life of the Wireless options</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="3" nowrap align="center"><FONT size="2">5.3 years</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="3" nowrap align="center"><FONT size="2">5 years</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="2%" align="left" nowrap><FONT size="2">(ii)</FONT></TD>
    <TD width="5%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="90%"><FONT size="2">Employee share purchase plan:</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="90%"><FONT size="2">The employee share purchase plan
was provided to enable employees of
the Company an opportunity to obtain an equity interest in the
Company by permitting them to acquire Class&nbsp;B Non-Voting shares. A
total of 1,180,000 Class&nbsp;B Non-Voting shares were set aside and
reserved for allotment and issuance pursuant to the employee share
purchase plan.</FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2">52</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
<P align="left"><FONT size="2"><B>ROGERS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements (continued)<BR>
(Tabular amounts in thousands of dollars, except per share amounts)
</FONT>

<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>11.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>Shareholders&#146; equity (continued):</B></FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="7%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="88%" colspan="2"><FONT size="2">Under the terms of the employee share purchase plan, participating
employees of the Company may have received a bonus at the end of the term of
the plan. The bonus is calculated as the difference between the
share price at the date the employee received the loan and the
lesser of 85% of the closing price at which the shares traded on The
Toronto Stock Exchange on the trading day immediately prior to the
purchase date or the closing price on a date that is approximately
one year subsequent to the original issue date.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="95%" colspan="2"><FONT size="2">During 2003, no Class&nbsp;B
Non-Voting shares (2002 - 339,100) were
issued under the Company&#146;s employee share purchase plan (cash in
2002 of $4.8&nbsp;million). Compensation expense recorded for the
Company&#146;s employee share purchase plan for 2003 was $0.6&nbsp;million
(2002 - $2.2&nbsp;million).</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%" colspan="2"><FONT size="2">In addition, employees
of Wireless may participate in Wireless&#146;
employees share purchase plan. During 2003, no Wireless Class&nbsp;B
Restricted Voting shares (2002 - 135,325) were issued under the
Wireless employee share purchase plan (cash in 2002 of $1.9
million). Compensation expense recorded in Wireless for 2003 was
$0.3&nbsp;million (2002 - $1.0&nbsp;million).</FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>12.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>Other expense (recovery):</B></FONT></TD>
</TR>
</TABLE>
<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="90%">
<TR valign="bottom">
    <TD width="76%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>&nbsp;</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2002</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3">&nbsp;</TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Workforce reduction costs (a)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">5,850</FONT></TD>
    <TD align="right"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">

<TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Wireless - change in estimate of sales tax liability (b)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(19,157</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">

<TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Wireless - CRTC contribution liabilities (c)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">6,826</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD>&nbsp;</TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">(6,481</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD>&nbsp;</TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(a)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Workforce reduction costs:</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">During 2002, the Company reduced its workforce in Cable by 187
employees in the technical service, network operations and engineering
departments. The Company incurred $5.9&nbsp;million in costs, primarily
related to severance and other employee termination benefits of this
amount, $1.9&nbsp;million was paid in fiscal 2002, with the balance
of $4.0&nbsp;million being paid in fiscal 2003.</FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2">53</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
<P align="left"><FONT size="2"><B>ROGERS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements (continued)<BR>
(Tabular amounts in thousands of dollars, except per share amounts)
</FONT>

<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>12.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>Other expense (recovery) (continued):</B></FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(b)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Wireless - change in estimate of sales tax liability:</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">During 2002, Wireless received clarification of a provincial sales tax
liability for a matter common to the wireless industry. As a result,
Wireless revised its estimate with respect to this liability and
released a provision of $19.2&nbsp;million associated with this matter,
which had been established in previous years.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(c)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Wireless - CRTC contribution liabilities:</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">During 2002, Wireless received clarification of the calculation of the
total amount of contribution payable under the CRTC contribution
subsidy decision. As a result, an additional expense of $6.8&nbsp;million
was recorded.</FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>13.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>Income taxes:</B></FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">The income tax effects of temporary differences that give rise to
significant portions of future income tax assets and liabilities are as
follows:</FONT></TD>
</TR>
</TABLE>
<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="75%">
<TR valign="bottom">
    <TD width="5%">&nbsp;</TD>
    <TD width="63%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2003</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2002</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Future income tax assets:</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Non-capital income tax loss carryforwards</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">608,691</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">628,565</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Deductions relating to long-term debt and other
transactions denominated in foreign currencies</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">50,391</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">92,599</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Investments</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">103,769</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">79,544</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Other deductible differences</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">38,655</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">35,687</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Total future income tax assets</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">801,506</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">836,395</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Less valuation allowance</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">606,015</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">544,500</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">195,491</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">291,895</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Future income tax liabilities:</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Property, plant and equipment and inventory</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(121,351</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(237,422</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Goodwill</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(48,276</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(34,343</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Other taxable differences</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(25,864</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(47,846</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Total future income tax liabilities</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(195,491</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(319,611</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Net future income tax liability</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">(27,716</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P align="center"><FONT size="2">54</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
<P align="left"><FONT size="2"><B>ROGERS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements (continued)<BR>
(Tabular amounts in thousands of dollars, except per share amounts)
</FONT>

<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>13.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>Income taxes (continued):</B></FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">In assessing the realizability of future income tax assets, management
considers whether it is more likely than not that some portion or all of
the future income tax assets will be realized. The ultimate realization of
future income tax assets is dependent upon the generation of future taxable
income during the years in which the temporary differences are deductible.
Management considers the scheduled reversals of future income tax
liabilities, the character of the income tax assets and the tax planning
strategies in place in making this assessment. To the extent that
management believes that the realization of future income tax assets does
not meet the more likely than not realization criterion, a valuation
allowance is recorded against the future tax assets.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">Total income tax expense (reduction)&nbsp;varies from the amounts that would be
computed by applying the statutory income tax rate to income before
income taxes for the following reasons:</FONT></TD>
</TR>
</TABLE>
<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="85%">
<TR valign="bottom">
    <TD width="3%">&nbsp;</TD>
    <TD width="69%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2003</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2002</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Statutory income tax rate</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">36.6</FONT></TD>
    <TD nowrap><FONT size="2">%</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">38.6</FONT></TD>
    <TD nowrap><FONT size="2">%</FONT></TD>
</TR>
<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Income tax expense on income before income
taxes and non-controlling interest</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">60,302</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">75,683</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Increase (decrease)&nbsp;in income taxes resulting from:</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Change in the valuation allowance for future income
tax assets</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">46,267</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(13,630</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Adjustments to future income tax assets and liabilities
for changes in substantively enacted tax rates</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(70,502</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(13,243</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Non-taxable portion of capital gains</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(9,610</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(398</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Non-taxable exchange gains on debts and other items</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(46,954</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(21,626</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Recovery of prior years&#146; income taxes</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(9,206</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Non-deductible portion of losses from investments
accounted for by the equity method</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">10,514</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">19,419</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Other non-taxable amounts</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(14,549</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(17,230</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Non-taxable portion of gain on disposition of AT&#038;T
Canada Deposit Receipts</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(174,542</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Non-deductible portion of write-down of investments</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">58,089</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Large Corporations Tax</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">10,881</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">12,748</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Income tax reduction</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">(22,857</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">(74,730</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>
<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P align="center"><FONT size="2">55</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
<P align="left"><FONT size="2"><B>ROGERS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements (continued)<BR>
(Tabular amounts in thousands of dollars, except per share amounts)
</FONT>

<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>13.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>Income taxes (continued):</B></FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">As at December&nbsp;31, 2003, the Company has the following non-capital income
tax losses available to reduce future years income for income tax purposes:</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">Income tax losses expiring in the year ending December&nbsp;31:</FONT></TD>
</TR>
</TABLE>
<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="55%">
<TR valign="bottom">
    <TD width="28%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="33%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">2004</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">298,225</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">2005</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">166,962</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">2006</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">54,311</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">2007</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">335,128</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">2008</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">585,299</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">2009</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">146,871</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">2010</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">64,957</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">1,651,753</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
</TR>
</TABLE>
</CENTER>
<P align="center"><FONT size="2">56</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
<P align="left"><FONT size="2"><B>ROGERS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements (continued)<BR>
(Tabular amounts in thousands of dollars, except per share amounts)
</FONT>

<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>14.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>Earnings per share:</B></FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">The following table sets forth the calculation of basic and diluted
earnings per share:</FONT></TD>
</TR>
</TABLE>
<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="75%">
<TR valign="bottom">
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="64%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2003</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2002</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="3"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Numerator:</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Net income for the year</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">129,193</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">312,032</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Distribution on Convertible Preferred
Securities, net of income taxes (note 11(c))</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(29,791</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(20,262</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Accretion of Preferred Securities, net of income
taxes (note 11(c))</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(27,592</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Accretion of Collateralized Equity Securities
(note 11(c))</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(19,745</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Dividends accreted on Convertible Preferred
Securities, net of income taxes</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(20,033</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(19,177</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Dividends on Series&nbsp;E Preferred shares (note 11(c))</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(11</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD colspan="3"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Basic income for the year</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">79,358</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">225,256</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="3"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Effect of dilutive securities:</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Preferred Securities, net of income taxes</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">29,822</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Dividends on Series&nbsp;E Preferred shares (note 11(c))</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">11</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD colspan="3"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Diluted income for the year</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">79,369</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">255,078</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="3"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Denominator (in thousands):</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Weighted average number of shares
outstanding - basic</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">225,918</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">213,570</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Effect of dilutive securities:</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Employee stock options</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">3,565</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">3,614</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Series&nbsp;E Preferred shares (note 11(c))</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">126</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">136</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Cable Atlantic (note 11(a)(iii)(b))</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">825</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,329</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Preferred Securities</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">88,870</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">

<TD colspan="3"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Weighted average number of shares outstanding - diluted</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">230,434</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">307,519</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="3"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Earnings per share:</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Basic</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">0.35</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">1.05</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">

    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Diluted</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">0.34</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">0.83</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">For 2003 and 2002, the effect of potentially dilutive securities, including
the Convertible Debentures and the Convertible Preferred Securities, were
excluded from the computation of diluted earnings per share as their effect
is anti-dilutive. In addition, options totalling approximately 12.4
million (2002 - 9.3&nbsp;million) that are anti-dilutive were excluded from the
calculation.</FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2">57</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
<P align="left"><FONT size="2"><B>ROGERS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements (continued)<BR>
(Tabular amounts in thousands of dollars, except per share amounts)
</FONT>

<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>15.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>Pensions:</B></FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">The Company maintains both contributory and non-contributory defined
benefit pension plans that cover most of its employees. The plans provide
pensions based on years of service, years of contributions and earnings.
The Company does not provide any non-pension post-retirement benefits.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">Actuarial estimates are based on projections of employees&#146; compensation
levels at the time of retirement. Maximum retirement benefits are
primarily based upon career average earnings, subject to certain
adjustments. The most recent actuarial valuations were completed as at
January&nbsp;1, 2001.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">The Company also provides supplemental unfunded pension benefits to certain
executives. As at December&nbsp;31, 2003, the accrued benefit obligation
relating to these supplemental plans amounted to approximately $11.8
million and related expense for 2003 was $3.1&nbsp;million.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">The estimated present value of accrued plan benefits and the estimated
market value of the net assets available to provide for these benefits
calculated at September&nbsp;30 for the year ended December&nbsp;31 are as follows:</FONT></TD>
</TR>
</TABLE>
<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="75%">
<TR valign="bottom">
    <TD width="74%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2003</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2002</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Plan assets, at fair value</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">336,138</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">307,231</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Accrued benefit obligations</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">368,184</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">336,267</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Deficiency of plan assets over accrued
benefit obligations</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(32,046</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(29,036</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Employer contributions after measurement date</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">11,000</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">

<TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Unrecognized
transitional obligation</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(57,983</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(67,880</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom">

<TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Unamortized
past service</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">5,803</FONT></TD>
    <TD nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">6,632</FONT></TD>
    <TD nowrap><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">

<TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Unamortized
net actuarial loss</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">90,682</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">107,382</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Deferred pension asset</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">17,456</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">17,098</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P align="center"><FONT size="2">58</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
<P align="left"><FONT size="2"><B>ROGERS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements (continued)<BR>
(Tabular amounts in thousands of dollars, except per share amounts)
</FONT>

<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>15.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>Pensions (continued):</B></FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">Pension fund assets consist primarily of fixed income and equity
securities, valued at market value. The following information is provided
on pension fund assets:</FONT></TD>
</TR>
</TABLE>
<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="65%">
<TR valign="bottom">
    <TD width="66%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2003</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2002</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Plan assets, beginning of year</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">307,231</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">331,834</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Actual return (loss)&nbsp;on plan assets</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">36,332</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(21,326</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Contributions by employees</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">13,248</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">13,426</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Benefits paid</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(20,673</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(16,703</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Plan assets, end of year</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">336,138</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">307,231</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">Accrued benefit obligations are outlined below:</FONT></TD>
</TR>
</TABLE>
<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="75%">
<TR valign="bottom">
    <TD width="72%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2003</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2002</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Accrued benefit obligations, beginning of year</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">336,267</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">308,492</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Service cost</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">11,314</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">12,649</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Interest cost</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">23,826</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">22,835</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Benefits paid</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(20,673</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(16,703</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Employee contributions</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">13,248</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">13,426</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">

<TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Actuarial loss (gains)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">4,202</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(4,432</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Accrued benefit obligations, end of year</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">368,184</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">336,267</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">Net plan expense is outlined below:</FONT></TD>
</TR>
</TABLE>
<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="75%">
<TR valign="bottom">
    <TD width="5%">&nbsp;</TD>
    <TD width="63%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2003</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2002</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Plan cost:</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Service cost</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">11,314</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">12,649</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Interest cost on accrued benefit obligations</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">23,826</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">22,835</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Expected return on plan assets</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(22,107</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(27,241</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>

<TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Amortization
of transitional asset</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(9,046</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(8,950</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>

<TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Amortization
of net actuarial loss</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">7,452</FONT></TD>
    <TD nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2,808</FONT></TD>
    <TD nowrap><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Net plan expense</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">11,439</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">2,101</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P align="center"><FONT size="2">59</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
<P align="left"><FONT size="2"><B>ROGERS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements (continued)<BR>
(Tabular amounts in thousands of dollars, except per share amounts)
</FONT>

<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>15.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>Pensions (continued):</B></FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">Actuarial assumptions:</FONT></TD>
</TR>
</TABLE>
<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="75%">
<TR valign="bottom">
    <TD width="82%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2003</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2002</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Weighted average discount rate for accrued
benefit obligations</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">6.25</FONT></TD>
    <TD nowrap><FONT size="2">%</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">7.00</FONT></TD>
    <TD nowrap><FONT size="2">%</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Weighted average rate of compensation increase</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">4.00</FONT></TD>
    <TD nowrap><FONT size="2">%</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">5.00</FONT></TD>
    <TD nowrap><FONT size="2">%</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Weighted average expected long-term rate of return
on plan assets</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">7.25</FONT></TD>
    <TD nowrap><FONT size="2">%</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">8.25</FONT></TD>
    <TD nowrap><FONT size="2">%</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">Allocation of plan assets:</FONT></TD>
</TR>
</TABLE>
<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="55%">
<TR valign="bottom">
    <TD width="55%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="8%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="9%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="9%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Percentage of</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>plan assets,</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Target asset</B></FONT></TD>
</TR>
<TR valign="bottom">

    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>December 31,</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>allocation</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD align="center"><FONT size="1"><B>Asset category</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2003</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>percentage</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Equity securities</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">59.8</FONT></TD>
    <TD nowrap><FONT size="2">%</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">50% - 65</FONT></TD>
    <TD nowrap><FONT size="2">%</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Debt securities</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">38.8</FONT></TD>
    <TD nowrap><FONT size="2">%</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">35% - 50</FONT></TD>
    <TD nowrap><FONT size="2">%</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Other (cash)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1.4</FONT></TD>
    <TD nowrap><FONT size="2">%</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">0% - 1.0</FONT></TD>
    <TD nowrap><FONT size="2">%</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">100.0</FONT></TD>
    <TD nowrap><FONT size="2">%</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">The Company makes contributions to the plans to secure the benefits of plan
members and invests in permitted investments using the target ranges
established by the Pension Committee of the Company. The Pension Committee
reviews actuarial assumptions on an annual basis. The assumptions
established including the expected long-term rate of return are based on
existing performance and trends and expected results.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">Contributions:</FONT></TD>
</TR>
</TABLE>
<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="75%">
<TR valign="bottom">
    <TD width="61%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Employer</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Employee</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Total</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Actual contributions during 2002</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">13,426</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">13,426</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Actual contributions during 2003</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">11,000</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">13,248</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">24,248</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Expected contributions during 2004</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">9,680</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">13,500</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">23,180</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">Employee contributions for 2004 are assumed to be at levels similar to 2002
and 2003 on the assumption staffing levels in the Company will remain the
same on a year-over-year basis.</FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2">60</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<P align="left"><FONT size="2"><B>ROGERS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements (continued)<BR>
(Tabular amounts in thousands of dollars, except per share amounts)
</FONT>

<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>16.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>Segmented information:</B></FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(a)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Operating segments:</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">The Company provides wireless services, cable services and, through
Media, radio and television broadcasting and the publication of
magazines and periodicals. All of these operating segments are
substantially in Canada. Information by operating segment for the
years ended December&nbsp;31, 2003 and 2002 are as follows:</FONT></TD>
</TR>
</TABLE>
<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="91%" align="right">
<TR valign="bottom">
    <TD width="23%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Corporate</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>items and</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Consolidated</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center"><FONT size="1"><B>2003</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Wireless</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Cable</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Media</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>eliminations</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>total</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Operating revenue</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">2,207,794</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">1,788,122</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">854,992</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">(59,052</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">4,791,856</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Cost of sales</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">380,771</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">129,938</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">131,534</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">642,243</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Sales and marketing expenses</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">361,998</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">205,068</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">175,715</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">742,781</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Operating, general and
administrative expenses</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">737,453</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">789,642</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">441,019</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(10,178</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,957,936</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Management fees</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">11,336</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">35,385</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">12,551</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(59,272</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Depreciation and amortization</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">518,599</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">482,050</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">36,311</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">3,303</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,040,263</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Operating income</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">197,637</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">146,039</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">57,862</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">7,095</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">408,633</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Interest on long-term debt</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(193,506</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(237,803</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(8,296</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(49,260</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(488,865</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Intercompany:</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Interest expense</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(2,867</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(46,380</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">49,247</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Dividends</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">4,488</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">43,325</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(47,813</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Gain on sale of other
investments</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">305</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,107</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">16,490</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">17,902</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Loss on repayment
of long-term debt</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(5,945</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(18,894</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(24,839</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Gain (loss)&nbsp;from investments
accounted for by the
equity method</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">964</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(54,997</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(54,033</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Foreign exchange gain (loss)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">135,242</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">49,302</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(852</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">120,015</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">303,707</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Investment and other
income (expense)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">556</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(516</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(464</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2,680</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2,256</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Income tax
reduction (expense)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(2,393</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(7,541</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">703</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">32,088</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">22,857</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Non-controlling interest</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(58,425</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(58,425</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Net income (loss)&nbsp;for
the year</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">137,841</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">(54,843</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">47,969</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">(1,774</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">129,193</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">PP&#038;E expenditures</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">411,933</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">509,562</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">41,266</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">981</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">963,742</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Goodwill acquired</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Goodwill</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">378,719</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">926,445</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">586,472</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">1,891,636</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Identifiable assets</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">3,107,343</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">3,720,087</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">1,467,149</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">170,916</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">8,465,495</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

</TABLE>
</CENTER>
<BR clear="all">
<P align="center"><FONT size="2">61</FONT>



<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<P align="left"><FONT size="2"><B>ROGERS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements (continued)<BR>
(Tabular amounts in thousands of dollars, except per share amounts)
</FONT>

<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>16.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>Segmented information (continued):</B></FONT></TD>
</TR>
</TABLE>

<CENTER>
<TABLE align="right" cellspacing="0" border="0" cellpadding="0" width="95%">
<TR valign="bottom">
    <TD width="3%">&nbsp;</TD>
    <TD width="27%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Corporate</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>items and</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Consolidated</B></FONT></TD>
</TR>

<TR valign="bottom">
    <TD nowrap align="center" colspan="2"><FONT size="1"><B>2002</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Wireless</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Cable</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Media</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>eliminations</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>total</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD colspan="2"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Operating revenue</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">1,891,514</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">1,614,554</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">810,805</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">(50,088</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">4,266,785</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Cost of sales</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">296,794</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">121,335</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">127,555</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">545,684</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>



<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Sales and marketing expenses</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">328,884</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">192,085</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">176,610</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">697,579</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Operating, general and
administrative expenses</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">738,149</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">737,654</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">419,005</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(12,900</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,881,908</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Management fees</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">11,006</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">31,745</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">10,773</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(53,524</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Other expense (recovery)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(12,331</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">5,850</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(6,481</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Depreciation and amortization</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">457,133</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">484,225</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">33,291</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">6,809</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">981,458</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Operating income</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">71,879</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">41,660</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">43,571</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">9,527</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">166,637</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Interest on long-term debt</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(195,150</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(208,645</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(13,477</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(74,007</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(491,279</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Intercompany:</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Interest expense</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(4,687</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(54,854</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">59,541</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Dividends</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">5,447</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">63,534</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(68,981</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD NOWRAP colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Gain on disposition of AT&#038;T
Canada Deposit Receipts</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">904,262</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">904,262</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Loss on sale of other
investments</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(565</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(565</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Write-down of investments</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(11,136</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(289,848</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(300,984</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Loss from investments
accounted for by the
equity method</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(2,481</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(98,136</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(100,617</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Gain (loss)&nbsp;on repayment
of long-term debt</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">30,997</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(20,880</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">10,117</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Foreign exchange gain (loss)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">6,410</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(3,090</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">107</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2,784</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">6,211</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Investment and other
income (expense)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">417</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(3,886</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">208</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">5,550</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2,289</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Income tax reduction
(expense)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(5,258</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">146,387</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(840</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(65,559</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">74,730</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Non-controlling interest</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">41,231</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">41,231</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Net income (loss)&nbsp;for
the year</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">(90,705</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">(58,830</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">35,768</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">425,799</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">312,032</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">PP&#038;E expenditures</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">564,552</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">650,871</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">42,692</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">3,868</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">1,261,983</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Goodwill acquired</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">92,157</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">94,914</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">187,071</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Goodwill</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">379,143</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">926,445</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">586,472</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">1,892,060</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Identifiable assets</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">3,185,004</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">3,806,778</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">1,453,579</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">79,142</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">8,524,503</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>

</CENTER>
<br clear="all">
<P align="center"><FONT size="2">62</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>


<P align="left"><FONT size="2"><B>ROGERS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements (continued)<BR>
(Tabular amounts in thousands of dollars, except per share amounts)
</FONT>

<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>16.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>Segmented information (continued):</B></FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(b)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Product revenue:</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Revenue from external customers is comprised of the following:</FONT></TD>
</TR>
</TABLE>
<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="92%" align="right">
<TR valign="bottom">
    <TD width="10%">&nbsp;</TD>
    <TD width="44%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="8%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="9%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="8%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="9%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2003</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2002</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Wireless:</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Postpaid (voice and data)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">1,911,073</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">1,628,095</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Prepaid</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">91,255</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">91,151</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">One-way messaging</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">27,565</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">35,238</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Equipment sales</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">177,901</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">137,030</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2,207,794</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,891,514</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Cable:</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Cable</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,186,398</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,113,889</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Internet</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">322,290</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">242,635</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Video store operations</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">282,635</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">262,995</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Corporate
elimination</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(3,201</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(4,965</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,788,122</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,614,554</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Media:</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Advertising</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">456,357</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">422,627</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Circulation and subscriber</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">127,258</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">121,094</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Retail</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">210,547</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">202,219</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Other</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">60,830</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">64,865</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">854,992</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">810,805</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Corporate eliminations</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(59,052</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(50,088</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">4,791,856</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">4,266,785</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</CENTER>

<BR clear="all">
<P align="center"><FONT size="2">63</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<P align="left"><FONT size="2"><B>ROGERS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements (continued)<BR>
(Tabular amounts in thousands of dollars, except per share amounts)
</FONT>

<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>17.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>Related party transactions:</B></FONT></TD>
</TR>
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>&nbsp;</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>&nbsp;</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">The Company entered into the following related party transactions:</FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(a)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">The Company has entered into certain transactions in the normal
course of business with AT&#038;T Wireless Services Inc. (&#147;AWE&#148;), a
shareholder of a subsidiary company, and with certain broadcasters in
which the Company has an equity interest as follows:</FONT></TD>
</TR>
</TABLE>

<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="99%">
<TR valign="bottom">
    <TD width="1%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
    <TD width="70%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2003</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2002</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Roaming revenue billed to AWE</FONT></DIV></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" align="right"><FONT size="2">$</FONT></TD>
    <TD bgcolor="#eeeeee" align="right"><FONT size="2">13,030</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" align="right"><FONT size="2">$</FONT></TD>
    <TD bgcolor="#eeeeee" align="right"><FONT size="2">13,910</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Roaming expenses paid to AWE</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(13,628</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(18,028</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Fees paid to AWE for over air activation</FONT></DIV></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" align="right"><FONT size="2">(292</FONT></TD>
    <TD bgcolor="#eeeeee" nowrap><FONT size="2">)</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" align="right"><FONT size="2">(680</FONT></TD>
    <TD bgcolor="#eeeeee" nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Programming rights acquired from the Blue Jays</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(12,028</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(12,377</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Access fees paid to broadcasters accounted
for by the equity method</FONT></DIV></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" align="right"><FONT size="2">(18,967</FONT></TD>
    <TD bgcolor="#eeeeee" nowrap><FONT size="2">)</FONT></TD>
    <TD bgcolor="#eeeeee"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD bgcolor="#eeeeee" align="right"><FONT size="2">(16,949</FONT></TD>
    <TD bgcolor="#eeeeee" nowrap><FONT size="2">)</FONT></TD>
</TR>
<TR>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">(31,885</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">(34,124</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>
<TR>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</CENTER>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">These transactions are recorded at the exchange amount, being the
amount agreed to by the related parties.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(b)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">The Company has entered into certain transactions with companies,
the partners or senior officers of which are directors of the Company
and/or its subsidiary companies. During 2003, total amounts paid by
the Company to these related parties for legal services,
commissions paid on premiums for insurance coverage and other services
aggregated $6.1&nbsp;million (2002 - $7.0&nbsp;million) and for
interest charges, of $15.1&nbsp;million (2002 - $8.5&nbsp;million)
and for underwriting fees related to financing
transactions and telecommunications and programming services amounted
to $59.2&nbsp;million (2002 - $60.4&nbsp;million).</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(c)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">As part of the arrangement with Blue Jays Holdco and RTL, Blue
Jays Holdco is to pay dividends at a rate of 9.167% per annum on the
Class&nbsp;A Preferred Shares that RTL holds of Blue Jays Holdco. During
2003 and 2002, the Company satisfied the dividend by transferring
income tax loss carryforwards to RTL (note 6(a)).</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(d)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">The Company also received $0.2&nbsp;million (2002 - $0.1&nbsp;million) from
RTL for rent and office services.</FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2">64</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>


<P align="left"><FONT size="2"><B>ROGERS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements (continued)<BR>
(Tabular amounts in thousands of dollars, except per share amounts)
</FONT>

<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>18.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>Financial instruments:</B></FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(a)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Fair values:</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">The Company has determined the fair values of its financial instruments
as follows:</FONT></TD>
</TR>

</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="7%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(i)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="89%"><FONT size="2">The carrying amounts in the consolidated balance sheets
of cash and cash equivalents, accounts receivable, amounts
receivable from employees under share purchase plans, mortgages
and loans receivable, bank advances arising from outstanding
cheques, and accounts payable and accrued liabilities approximate
fair values because of the short-term nature of these instruments.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(ii)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Investments:</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">The fair values of investments, which are publicly traded, are
determined by the quoted market values for each of the investments
(note 6). Management believes that the fair values of other
investments are not significantly different from their carrying
amounts.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(iii)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Long-term debt:</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">The fair values of each of the Company&#146;s long-term debt instruments
are based on the period-end trading values.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(iv)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Interest exchange agreements:</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">The fair values of the Company&#146;s interest exchange agreements and
cross-currency interest rate exchange agreements are based on values
quoted by the counterparties to the agreements.</FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2">65</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>


<P align="left"><FONT size="2"><B>ROGERS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements (continued)<BR>
(Tabular amounts in thousands of dollars, except per share amounts)
</FONT>

<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>18.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>Financial instruments (continued):</B></FONT></TD>
</TR>
</TABLE>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">The estimated fair values of the Company&#146;s long-term debt and related
interest exchange agreements as at December&nbsp;31, 2003 and 2002 are as
follows:</FONT></TD>
</TR>
</TABLE>
<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="92%" align="right">
<TR valign="bottom">
    <TD width="33%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="7"><FONT size="1"><B>2003</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="7"><FONT size="1"><B>2002</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="7"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="7"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Carrying</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Estimated</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Carrying</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Estimated</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>amount</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>fair value</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>amount</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>fair value</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">Liability (asset):</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px"><FONT size="2">Long-term debt</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">4,970,232</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">5,382,622</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">5,869,701</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">5,617,465</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Cross-currency interest
rate exchange agreements</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">334,784</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">388,192</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(182,230</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(350,502</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">5,305,016</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">5,770,814</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">5,687,471</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">5,266,963</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</CENTER>
<br clear="all">
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Fair value estimates are made at a specific point in time, based on
relevant market information and information about the financial
instrument. These estimates are subjective in nature and involve
uncertainties and matters of significant judgement and, therefore,
cannot be determined with precision. Changes in assumptions could
significantly affect the estimates.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(b)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Other disclosures:</FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="7%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(i)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="89%"><FONT size="2">The credit risk of the interest exchange agreements and
cross-currency interest rate exchange agreements arises from the
possibility that the counterparties to the agreements may default
on their obligations under the agreements in instances where these
agreements have positive fair value to the Company. The Company
assesses the creditworthiness of the counterparties in order to
minimize the risk of counterparty default under the agreements.
All of the portfolio is held by financial institutions with a
Standard &#038; Poors rating (or the equivalent) ranging from A&#043; to AA.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(ii)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">The Company does not require collateral or other security
to support the credit risk associated with the interest exchange
agreements and cross-currency interest rate exchange agreements
due to the Company&#146;s assessment of the creditworthiness of the
counterparties.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(iii)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">The Company does not have any significant concentrations
of credit risk related to any financial asset.</FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2">66</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>


<P align="left"><FONT size="2"><B>ROGERS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements (continued)<BR>
(Tabular amounts in thousands of dollars, except per share amounts)
</FONT>

<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>19.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>Commitments:</B></FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(a)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">In the ordinary course of business and in addition to the amounts
recorded on the consolidated balance sheets and disclosed elsewhere in
the notes, the Company has entered into agreements to acquire
broadcasting rights to programs and films over the next two years at a
total cost of approximately $75.3&nbsp;million.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(b)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">The Company has a 33.33% interest in each of Tech TV Canada,
Biography Channel Canada and MSNBC Canada, all of which are
equity-accounted investments. The Company has committed to fund its
share of the losses and PP&#038;E expenditures, in these new channels, to a
maximum of $8.8&nbsp;million, through equity financing and shareholder
loans. As at December&nbsp;31, 2003, the Company has funded a total of
$5.6&nbsp;million.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(c)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Pursuant to CRTC regulation, the Company is required to make
contributions to the Canadian Television Fund (&#147;CTF&#148;), which is a
cable industry fund designed to foster the production of Canadian
television programming. Contributions to the CTF are based on a
formula, including gross broadcast revenues and the number of
subscribers. The Company may elect to spend a portion of the above
amount for local television programming and may also elect to
contribute a portion to another CRTC-approved independent production
fund. The Company estimates that its total contribution for 2004 will
amount to approximately $30.0&nbsp;million.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(d)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">The future minimum lease payments under operating leases for the
rental of premises, distribution facilities, equipment and microwave
towers and commitments for other contracts at December&nbsp;31, 2003 are as
follows:</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="92%" border="0" cellpadding="0" cellspacing="0" align="right">

<TR valign="top">
    <TD width="93%" nowrap><FONT size="1"><B>Year ending December&nbsp;31:</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom" bgcolor="#EEEEEE">
    <TD><DIV style="margin-left:10px"><FONT size="2">2004</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">114,824</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px"><FONT size="2">2005</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">102,984</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD><DIV style="margin-left:10px"><FONT size="2">2006</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">88,890</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px"><FONT size="2">2007</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">70,972</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD><DIV style="margin-left:10px"><FONT size="2">2008</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">56,527</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px"><FONT size="2">2009 and thereafter</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">85,633</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom" bgcolor="#EEEEEE">
    <TD><DIV style="margin-left:10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">519,830</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
<BR CLEAR="all">

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Rent expense for 2003 amounted to $113.7&nbsp;million (2002 - $118.0
million).</FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2">67</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>


<P align="left"><FONT size="2"><B>ROGERS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements (continued)<BR>
(Tabular amounts in thousands of dollars, except per share amounts)
</FONT>

<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>20.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>Guarantees:</B></FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">The Company has made certain warranties and indemnities to the purchasers
with respect to the sale of shares of Bowdens Media Monitoring Limited and
Rogers American Cablesystems Inc. These warranties and indemnifications
expire in 2005 and are limited in both cases to the total purchase price
paid being $40.3&nbsp;million and $29.4&nbsp;million, respectively. To date, there
have been no claims under the warranties and indemnities and the Company
does not anticipate that any will occur.</FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>21.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>Contingent liabilities:</B></FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(a)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">There exist certain claims and potential claims against the
Company, none of which is expected to have a material adverse effect
on the consolidated financial position of the Company.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(b)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">The Company requires access to support structures and municipal
rights of way in order to deploy facilities. In a 2003 decision, the
Supreme Court of Canada determined that the CRTC does not have the
jurisdiction to establish the terms and conditions of access to the
poles of hydroelectric companies. As a result of this decision, the
costs of obtaining access to the poles of hydroelectric companies
could be substantially increased on a prospective basis and, for
certain arrangements, on a retroactive basis. The Company, together
with other Ontario cable companies, has applied to the Ontario Energy
Board to request that it assert jurisdiction over the fees paid by
such companies to hydroelectric distributors. The amount of this
contingency is presently not determinable.</FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2">68</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>


<P align="left"><FONT size="2"><B>ROGERS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements (continued)<BR>
(Tabular amounts in thousands of dollars, except per share amounts)
</FONT>

<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>22.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>Canadian and United States accounting policy differences:</B></FONT></TD>
</TR>
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>&nbsp;</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>&nbsp;</B></FONT></TD>
</TR>
<TR valign="top">

    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">The consolidated financial statements of the Company have been prepared in
accordance with GAAP as applied in Canada. In the following respects, GAAP
as applied in the United States differs from that applied in Canada.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">

    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">If United States GAAP were employed, the net income in each year would be
adjusted as follows:</FONT></TD>
</TR>
</TABLE>
<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="90%">
<TR valign="bottom">
    <TD width="68%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2003</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2002</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">

<TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Net income for the year based on Canadian GAAP</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">129,193</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">312,032</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Gain on sale of cable systems (b)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(4,028</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(4,028</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Pre-operating costs (c)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">11,150</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">12,580</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Interest on equity instruments (d)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(35,388</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(92,372</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Capitalized interest (e)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">5,405</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">7,837</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Financial instruments (h)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(217,514</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">125,963</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Stock-based compensation (i)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(1,150</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(1,892</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Other</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">516</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">9,872</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Non-controlling interest</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">43,173</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(42,508</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Income taxes (k)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">11,493</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">22,394</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Net income (loss)&nbsp;based on United States GAAP</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">(57,150</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">349,878</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Basic earnings (loss)&nbsp;per share based on
United States GAAP</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">(0.25</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">1.64</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Diluted earnings (loss)&nbsp;per share based on
United States GAAP</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(0.25</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1.23</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P align="center"><FONT size="2">69</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<P align="left"><FONT size="2"><B>ROGERS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements (continued)<BR>
(Tabular amounts in thousands of dollars, except per share amounts)
</FONT>

<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>22.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>Canadian and United States accounting policy differences (continued):</B></FONT></TD>
</TR>

<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>&nbsp;</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="top">

    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">The cumulative effect of these adjustments on the consolidated
shareholders&#146; equity of the Company is as follows:</FONT></TD>
</TR>
</TABLE>
<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
    <TD width="1%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
    <TD width="67%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2003</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2002</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Shareholders&#146; equity based on Canadian GAAP</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">1,767,380</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">1,404,035</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Gain on sale and issuance of subsidiary shares
to non-controlling interest (a)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">46,245</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">46,245</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Gain on sale of cable systems (b)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">124,965</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">128,993</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Pre-operating costs (c)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(8,854</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(20,004</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Equity instruments (d)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(586,410</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(584,022</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Capitalized interest (e)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">37,986</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">32,581</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Unrealized holding gain on investments (f)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">78,596</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">17,611</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Acquisition of Cable Atlantic (g)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">34,673</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">34,673</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Financial instruments (h)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(59,593</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">157,921</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Stock-based compensation (i)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">661</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,173</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Minimum pension liability (j)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(7,858</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Other</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(17,701</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(18,217</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Income taxes (k)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(253,567</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(253,567</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Non-controlling interest effect of adjustments</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(58,401</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(101,574</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Shareholders&#146; equity based on United States GAAP</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">1,098,122</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">845,848</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">The areas of material difference between Canadian and United States GAAP
and their impact on the consolidated financial statements of the Company
are described below:</FONT></TD>
</TR>

</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(a)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Gain on sale and issuance of subsidiary shares to non-controlling
interest:</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Under United States GAAP, the carrying value of the Company&#146;s
investment in Wireless would be lower than the carrying value under
Canadian GAAP as a result of certain differences between Canadian and
United States GAAP, as described herein. This results in an increase
to the gain on sale and dilution under United States GAAP.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(b)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Gain on sale of cable systems:</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Under Canadian GAAP, the cash proceeds on the non-monetary exchange of
the cable assets in 2000 were recorded as a reduction in the carrying
value of PP&#038;E. Under United States GAAP, a portion of the cash
proceeds received must be recognized as a gain in the consolidated
statements of income on an after-tax basis. The gain amounted to $40.3
million before income taxes.</FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2">70</FONT>
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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>


<P align="left"><FONT size="2"><B>ROGERS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements (continued)<BR>
(Tabular amounts in thousands of dollars, except per share amounts)
</FONT>

<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>22.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>Canadian and United States accounting policy differences (continued):</B></FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Under Canadian GAAP, the after-tax gain arising on the sale of certain
of the Company&#146;s cable television systems in prior years was recorded
as a reduction of the carrying value of goodwill acquired in a
contemporaneous acquisition of certain cable television systems. Under
United States GAAP, the Company included the gain on sale of the cable
television systems in income, net of related future income taxes.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">As a result of these transactions, amortization expense under United
States GAAP was increased in subsequent years.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(c)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Pre-operating costs:</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Under Canadian GAAP, the Company defers the incremental costs relating
to the development and pre-operating phases of new businesses and
amortizes these costs on a straight-line basis over periods up to five
years. Under United States GAAP, these costs are expensed as incurred.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(d)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Equity instruments:</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Under Canadian GAAP, the Convertible Preferred Securities are
classified as shareholders&#146; equity and the related interest expense is
recorded as a distribution from retained earnings. Under United States
GAAP, these securities are classified as long-term debt and the related
interest expense is recorded in the consolidated statements of income.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Under Canadian GAAP, the Preferred Securities were classified as
shareholders&#146; equity and until September 2002, the related interest
expense was recorded as a distribution from retained earnings. Under
U.S. GAAP, the Preferred Securities were classified as long-term debt
and the related interest expense was recorded in the consolidated
statements of income.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Under Canadian GAAP, the proceeds from the Collateralized Equity
Securities were classified as shareholders&#146; equity. Under United States
GAAP, these securities were recorded as long-term debt and recorded at
their fair value at December&nbsp;31, 2001. Adjustments to the fair value
at each reporting date are recorded in the consolidated statements of
income.</FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2">71</FONT>
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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>


<P align="left"><FONT size="2"><B>ROGERS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements (continued)<BR>
(Tabular amounts in thousands of dollars, except per share amounts)
</FONT>

<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>22.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>Canadian and United States accounting policy differences (continued):</B></FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(e)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Interest capitalization:</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">United States GAAP requires capitalization of interest costs as part of
the historical cost of acquiring certain qualifying assets that require
a period of time to prepare for their intended use. This is not
required under Canadian GAAP.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(f)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Unrealized holding gains and losses on investments:</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">United States GAAP requires that certain investments in equity
securities that have readily determinable fair values be stated in the
consolidated balance sheets at their fair values. The unrealized
holding gains and losses from these investments, which are considered
to be &#147;available-for-sale securities&#148; under United States GAAP, are
included as a separate component of shareholders&#146; equity and
comprehensive income, net of related future income taxes.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">As at December&nbsp;31, 2003 and 2002, this amount represents the Company&#146;s
accumulated other comprehensive income.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(g)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Acquisition of Cable Atlantic:</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">United States GAAP requires that shares issued in connection with a
purchase business combination be valued based on the market price at
the announcement date of the acquisition, whereas Canadian GAAP had
required such shares be valued based on the market price at the
consummation date of the acquisition. Accordingly, the Class&nbsp;B
Non-Voting shares issued in respect of the acquisition of Cable
Atlantic in 2001 were recorded at $35.4&nbsp;million more under United
States GAAP than under Canadian GAAP. This resulted in an increase to
goodwill in this amount, with a corresponding increase to contributed
surplus in the amount of $35.4&nbsp;million.</FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2">72</FONT>
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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>


<P align="left"><FONT size="2"><B>ROGERS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements (continued)<BR>
(Tabular amounts in thousands of dollars, except per share amounts)
</FONT>

<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>22.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>Canadian and United States accounting policy differences (continued):</B></FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(h)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Financial instruments:</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Under Canadian GAAP, the Company accounts for its cross-currency
interest rate exchange agreements and interest exchange agreements as
hedges of specific debt instruments. Under United States GAAP, these
instruments are not accounted for as hedges as a result of adopting the
new pronouncement entitled &#147;Accounting for Derivative Instruments and
Hedging Activities (&#147;SFAS 133&#148;), effective January&nbsp;1, 2001. As a
result, the Company has recorded the net excess of the fair values of
the cross-currency interest rate exchange agreements and interest rate
exchange agreements over the carrying values of these instruments as at
December&nbsp;31, 2000, being $18.4&nbsp;million, as a cumulative transition
adjustment to net income under United States GAAP. The Company has
also recorded a cumulative transition adjustment to write off the net
balance of the deferred foreign exchange as at December&nbsp;31, 2000, being
$20.7&nbsp;million, that arose upon redesignation of certain of the
Company&#146;s cross-currency interest rate exchange agreements. Further,
the Company has recorded $29.7&nbsp;million as a cumulative transition
adjustment to net income, which represents the excess of the fair value
of the long-term debt to which the derivative instruments relate (the
&#147;hedged debt&#148;) over its carrying value. Therefore, the net cumulative
transition adjustment under SFAS 133 to the loss for the year ended
December&nbsp;31, 2001 under United States GAAP was a charge to the net loss
of $32.1&nbsp;million. The adjustment to long-term debt is being amortized
to net income under United States GAAP over the remaining effective
life of the related long-term debt.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Therefore, for the years ended December&nbsp;31, 2003 and 2002, under United
States GAAP, the Company has recorded the change in the fair values of
the cross-currency interest rate exchange agreements since January&nbsp;1,
2001 and the amortization of the adjustment to its long-term debt, as
discussed above.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(i)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Stock-based compensation:</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Under United States GAAP, options issued to non-employees must be
measured at the fair value at grant dates and recorded as deferred
compensation expense and shareholders&#146; equity. The fair value must be
remeasured at each reporting date until vesting is complete, with
corresponding adjustments to the deferred compensation expense. The
deferred compensation is recognized as compensation expense over the
vesting period of the options. As a result of the Blue Jays not being
consolidated with the results of the Company, options which were
granted to employees of the Blue Jays in 2001 are treated as if they
were granted to non-employees.</FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2">73</FONT>
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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>


<P align="left"><FONT size="2"><B>ROGERS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements (continued)<BR>
(Tabular amounts in thousands of dollars, except per share amounts)
</FONT>

<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>22.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>Canadian and United States accounting policy differences (continued):</B></FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">The Company measures compensation expense relating to employee stock
option plans for United States GAAP purposes using the intrinsic value
method specified by APB Opinion No.&nbsp;25, which in the Company&#146;s
circumstances would not be materially different from compensation
expense as determined under Canadian GAAP.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(j)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Minimum pension liability:</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Under United States GAAP, the Company is required to record an
additional minimum pension liability for one of its plans to reflect
the excess of the accumulated benefit obligation over the fair value of
the plan assets. Other comprehensive income has been charged with $5.0
million, net of income taxes of $2.9&nbsp;million. No such adjustments are required
under Canadian GAAP.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(k)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Income taxes:</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Included in the caption &#147;Income taxes&#148; is the tax effect of various
adjustments where appropriate and the impact of substantively enacted
rate changes that would not have been recorded under United States GAAP
until enacted. Under Canadian GAAP, future income tax assets and
liabilities are remeasured for substantively enacted rate changes,
whereas under United States GAAP, future income tax assets and
liabilities are only remeasured for enacted tax rates.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(l)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Capital stock:</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">United States GAAP requires the disclosure of the liquidation
preference of capital stock. All series of Preferred shares of the
Company share equally in the distribution of assets upon liquidation,
in priority to the Class&nbsp;A Voting and Class&nbsp;B Non-Voting shares.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(m)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Operating income before depreciation and amortization:</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">United States GAAP requires that depreciation and amortization and
other expense (recovery)&nbsp;be included in the determination of operating
income and does not permit the disclosure of a subtotal of the amount
of operating income before these items. Canadian GAAP permits the
disclosure of a subtotal of the amount of operating income before these
items.</FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2">74</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>


<P align="left"><FONT size="2"><B>ROGERS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements (continued)<BR>
(Tabular amounts in thousands of dollars, except per share amounts)
</FONT>

<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>22.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>Canadian and United States accounting policy differences (continued):</B></FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(n)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Statements of cash flows:</FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR valign="top">
    <TD width="7%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(i)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="89%"><FONT size="2">Canadian GAAP permits the disclosure of a subtotal of the
amount of funds provided by operations before change in non-cash
operating items in the consolidated statements of cash flows.
United States GAAP does not permit this subtotal to be included.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(ii)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Canadian GAAP permits bank advances to be included in the
determination of cash and cash equivalents in the consolidated
statements of cash flows. United States GAAP requires that bank
advances be reported as financing cash flows. As a result, under
United States GAAP, the total decrease in cash and cash
equivalents in 2003 in the amount of $37.2&nbsp;million reflected in
the consolidated statements of cash flows would be decreased by
$10.3&nbsp;million and financing activities cash flows would be
increased by $10.3&nbsp;million.</FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(o)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Statement of comprehensive income:</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">United States GAAP requires the disclosure of a statement of
comprehensive income. Comprehensive income generally encompasses all
changes in shareholders&#146; equity, except those arising from transactions
with shareholders.</FONT></TD>
</TR>
</TABLE>

<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="86%">
<TR valign="bottom">
    <TD width="5%">&nbsp;</TD>
    <TD width="64%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2003</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2002</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Net income (loss)&nbsp;based on United States GAAP</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">(57,150</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">349,878</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Other comprehensive income, net of income taxes:</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Unrealized holding gains arising during the
year, net of income taxes</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">67,727</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">17,611</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Realized gains included in income</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(17,902</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(747,231</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Realized losses included in income</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">238,921</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Minimum pension liability, net of income taxes</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(4,982</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Comprehensive loss based on United States GAAP</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">(12,307</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">(140,821</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>
<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P align="center"><FONT size="2">75</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<P align="left"><FONT size="2"><B>ROGERS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements (continued)<BR>
(Tabular amounts in thousands of dollars, except per share amounts)
</FONT>

<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>22.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>Canadian and United States accounting policy differences (continued):</B></FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(p)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Other disclosures:</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">United States GAAP requires the Company to disclose accrued
liabilities, which is not required under Canadian GAAP. Accrued
liabilities included in accounts payable and accrued liabilities as at
December&nbsp;31, 2003 were $1,072.7&nbsp;million (2002 &#150; $850.2&nbsp;million). At
December&nbsp;31, 2003 and 2002, accrued liabilities in respect of
PP&#038;E totalled $90.3&nbsp;million (2002 &#150;
$189.9&nbsp;million), accrued interest payable totalled
$83.2&nbsp;million (2002 &#150; $115.2&nbsp;million), accrued
liabilities related to payroll totalled $123.8&nbsp;million (2002
&#150; $53.8&nbsp;million), and CRTC commitments totalled
$71.9&nbsp;million (2002 &#150; $74.0&nbsp;million).</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(q)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Stock-based compensation disclosures:</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">For options granted to employees, had the Company determined
compensation costs based on the fair values at grant dates of the stock
options granted by RCI and Wireless consistent with the method
prescribed under SFAS&nbsp;123, the Company&#146;s net income (loss)&nbsp;and
earnings (loss)&nbsp;per share would have been reported as the pro forma
amounts indicated below:</FONT></TD>
</TR>
</TABLE>
<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="86%">
<TR valign="bottom">
    <TD width="70%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2003</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2002</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom" bgcolor="#EEEEEE">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Net income (loss)&nbsp;in accordance with
United States GAAP, as reported</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">(57,150</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">349,878</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Stock-based compensation expense - RCI</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(28,123</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(31,125</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Stock-based compensation expense - Wireless</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(6,790</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(8,289</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Pro forma net income (loss)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">(92,063</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">310,464</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom" bgcolor="#EEEEEE">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Basic earnings (loss)&nbsp;per share</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">(0.25</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">1.64</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Effect of stock-based compensation</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(0.16</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(0.19</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom" bgcolor="#EEEEEE">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Pro forma basic earnings (loss)&nbsp;per share</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">(0.41</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1.45</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Diluted earnings (loss)&nbsp;per share</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">(0.25</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">1.23</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Pro forma diluted earnings (loss)&nbsp;per share</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(0.41</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1.10</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">&nbsp;See note 11 for further details of stock-based compensation.</FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2">76</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>


<P align="left"><FONT size="2"><B>ROGERS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements (continued)<BR>
(Tabular amounts in thousands of dollars, except per share amounts)
</FONT>

<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>22.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>Canadian and United States accounting policy differences (continued):</B></FONT></TD>
</TR>
</TABLE>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR valign="top">
    <TD width="3%"><FONT size="2">(r)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="94%"><FONT size="2">Recent United States accounting pronouncements:</FONT></TD>
</TR>
</TABLE>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="97%"><FONT size="2">In 2003, the FASB issued and amended Interpretation No.&nbsp;46, &#147;Consolidation of
Variable Interest Entities&#148; (&#147;FIN 46&#148;). Its consolidation provisions are
applicable for all newly created variable interest entities created after
January&nbsp;31, 2003, and is applicable to existing VIEs as of the beginning of the
Company&#146;s year beginning January&nbsp;1, 2004. With respect to entities that do not
qualify to be assessed for consolidation based on voting interests, FIN 46
generally requires a company that has a variable interest that will absorb a
majority of VIEs expected losses if they occur, receive a majority of the
entity&#146;s expected residual returns if they occur, or both to consolidate that
VIE. The Company expects this to result in its consolidating Blue Jays Holdco
(note 6(a)), which will affect the reported amount of assets, liabilities, and
revenues and expenses. However, as the Company is presently recording 100% of
the losses of Blue Jays Holdco, the adoption of this standard will have no
impact on net income or earnings per share.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">In 2002, the Emerging Issues Task Force (&#147;EITF&#148;) reached a consensus
regarding EITF Issue 00-21, &#147;Accounting for Revenue Arrangements with
Multiple Deliverables&#148;. The consensus addresses not only when and how
an arrangement involving multiple deliverables should be divided into
separate units of accounting but also how the arrangement&#146;s
consideration should be allocated among separate units. The
pronouncement is effective for the Company commencing with its 2004
fiscal year. The Company is currently determining the impact of
prospectively adopting EITF 00-21.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">In 2003, the FASB issued SFAS 150, &#147;Accounting for Certain Financial
Instruments with Characteristics of Both Liabilities and Equity&#148;. This
statement requires that under specified circumstances, these
instruments be reclassified from equity to liabilities on the balance
sheet. This statement is effective for financial instruments entered
into or modified after May&nbsp;31, 2003, and otherwise is effective for the
Company&#146;s year beginning January&nbsp;1, 2004. The Company did not enter
into any financial instruments within the scope of this statement after
May&nbsp;31, 2003, and is presently assessing the impact of this statement
on the Company&#146;s consolidated financial statements.</FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2">77</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>



<P align="left"><FONT size="2"><B>ROGERS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements (continued)<BR>
(Tabular amounts in thousands of dollars, except per share amounts)
</FONT>

<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>23.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>Subsequent events:</B></FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(a)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">In February 2004, Cable redeemed
$300.0&nbsp;million aggregate principal amount of its 9.65% Senior Secured
Second Priority Debentures, due 2014 at a redemption price of 104.825%
of the aggregate principal amount. On March&nbsp;11, 2004, the Cable
completed an offering of U.S. $350.0&nbsp;million aggregate principal
amount of Senior Secured Second Priority Notes due 2014. Cable used
approximately U.S. $243.3&nbsp;million of the net proceeds to
refinance the drawdown under its New Bank Credit Facility, which was
used to fund the redemption on February&nbsp;23, 2004 of
$300.0&nbsp;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.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(b)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">In January 2004, Cable announced a multi-year agreement with
Yahoo! Inc. (&#147;Yahoo&#148;) to provide co-branded internet services to
current and future customers of Cable&#146;s high speed residential
internet access services. In return for payment by the Company of a
monthly fee, Yahoo will assume operation of Cable&#146;s e-mail
service
and provide a suite of customized Yahoo content, products and services
to Cable&#146;s broadband internet access customers. These content,
products and services include the following: a customizable browsing
environment; personalized homepage; enhanced e-mail services such as
spam control, parental controls, premium pop-up blocking and storage;
enhanced instant messaging capabilities; and multi-media services.
Depending on the level of internet access service, subscribers will
receive some or all of these features as part of a monthly
subscription payment. The agreement also contemplates that Cable and
Yahoo may collaborate to offer premium products and
services to Cable&#146;s subscribers for an additional fee.</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(c)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">On January 1, 2004, the Company adopted the following new accounting
policies with retrospective application, and as a result have
reflected these new accounting policies in the consolidated balance
sheet as at December 31, 2002 and 2003 and in the
consolidated statements of income and cash flows for each of the years
in the two year period ended December 31, 2003.</FONT>
</TABLE>

<P align="left"><DIV style="margin-left:50px; text-indent:0px"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>(i)&nbsp;GAAP
Hierarchy</I></FONT></DIV>

<P align="left"><DIV style="margin-left:50px; text-indent:0px"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
As a result of the retroactive application of CICA Handbook Section
1100, &#147;Generally Accepted Accounting Principles,&#148; the
Company adopted a classified balance sheet presentation. In addition,
changes in non-cash working capital items related to PP&#038;E have
been reclassified to Investing Activities, PP&#038;E
Expenditures on the consolidated statements of cash flows. As a
result, changes in non-cash working capital and cash flows from
operating  activities have been increased (decreased) by $81.4
million, and ($52.2) million for the years ended December 31, 2003
and 2002,
respectively, and PP&#038;E expenditures and cash flow used in
investing activities have increased (decreased) by $81.4 million, and
$(52.2) million for the years ended December 31, 2003 and 2002,
respectively.</FONT></DIV>

<P align="left"><DIV style="margin-left:50px; text-indent:0px"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>(ii)&nbsp;Revenue Recognition</I></FONT></DIV>

<P align="left"><DIV style="margin-left:50px; text-indent:0px"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As
a result of retroactively  adopting new Canadian accounting
standards, including Emerging Issues Committee Abstract 142.
&#147;Revenue Arrangements with Multiple Deliverables&#148; and CICA Handbook Section
1100, regarding
the timing of revenue recognition and the classification of certain
items as revenue or expense, the Company made the following changes
to its classification of certain revenue and expense
items:</FONT></DIV>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="90%"><FONT size="2">Wireless activation fees are now
classified as equipment revenue. Previously, these amounts were
classified as network revenue.
</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Recoveries from new existing
subscribers from the sale of equipment are  now classified as
equipment revenue. Previously, these amounts were recorded as a
reduction to sales expense in the case of new Cable or Wireless
subscriber, or as a reduction to operating , general and
administrative expense in the case of an existing Wireless subscriber. </FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Equipment subsidies provided to
new and existing Wireless subscribers are now classified as a
reduction to equipment revenue. Previously , these amounts were
recorded as a sales expense in the case of a new subscriber, or as an
operating , general and administrative expense in the case of an
existing subscriber. Wireless equipment costs for equipment provided
under retention programs to existing Wireless subscribers are now
recorded as cost of equipment sales. Previously, these amounts were
recorded as operating, general  and administrative expense. </FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Certain other recoveries from
Wireless and Cable subscribers related to collections activities are
now recorded in revenue rather than as a recovery of operating,
general and administrative expenses.</FONT></TD>
</TR>
</TABLE>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="75%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="68%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>Year Ended December 31,</B><HR size="1" noshade></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2003</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2002</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Cable Revenue</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-10px">Prior to adoption</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,769,220</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,596,401</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:30px; text-indent:-10px">After adoption</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,788,122</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,614,554</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Wireless Revenue</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:30px; text-indent:-10px">Prior to adoption</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,282,203</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,965,927</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-10px">After adoption</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,207,794</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,891,514</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Total Revenue</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-10px">Prior to adoption</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4,847,363</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4,323,045</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:30px; text-indent:-10px">After adoption</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4,791,856</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4,266,785</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Cost of sales</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:30px; text-indent:-10px">Prior to adoption</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">505,951</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">458,838</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-10px">After adoption</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">642,243</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">545,684</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Sales and
Marking expenses</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-10px">Prior to adoption</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">905,274</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">833,038</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:30px; text-indent:-10px">After adoption</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">742,781</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">697,579</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Operating, general and administrative expenses:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:30px; text-indent:-10px">Prior to adoption</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,987,242</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,889,555</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-10px">After adoption</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,957,936</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,881,908</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Total
expenses</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-10px">Prior to adoption</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3,398,467</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3,181,431</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:30px; text-indent:-10px">After adoption</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3,342,960</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3,125,171</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(d)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">On
February&nbsp;20, 2004, Wireless completed an offering of
U.S.$750.0&nbsp;million aggregate
principal amount of Senior (Secured) Notes, due 2014. The Company used approximately
U.S.$734.7&nbsp;million of the net proceeds to retire certain of its existing Senior Secured Notes and
Debentures and its Senior Subordinated Notes.</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(e)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">On October&nbsp;8, 2004 Wireless and its bank lenders entered into an amending agreement to
Wireless&#146;s $700.0&nbsp;million bank credit facility that provided among other things, for a two year
extension to the maturity date and the reduction schedule so that the bank credit facility now reduces by
$140.0&nbsp;million on each of April&nbsp;30, 2008 and April&nbsp;30,
2009 with the maturity date on April&nbsp;30, 2010. The
provision for early maturity in the event that Wireless&#146;s
10&nbsp;1/2% senior secured notes due 2006 are not
repaid (by refinancing or otherwise) on or prior to December&nbsp;31, 2005 has been eliminated. In addition,
certain financial ratios to be maintained on a quarterly basis have been made less restrictive, the restriction
on the annual amount of PP&#038;E expenditures has been eliminated and the restriction on the payment of
dividends and other shareholder distributions has been eliminated other than in the case of a default or
event of default under the terms of the bank credit facility.</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(f)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">On October&nbsp;13, 2004, the Company announced the completion of its purchase of the 48,594,172 Class&nbsp;B
Restricted Voting shares of Wireless owned by JVII General
Partnership (&#147;JVII&#148;), a partnership owned by
AWE, for a cash price of $36.37&nbsp;per share for a total of approximately $1,767&nbsp;million. The number of
Class&nbsp;B Restricted Voting shares purchased reflects the conversion of the Class&nbsp;A Multiple Voting shares
owned by JVII to such Class&nbsp;B shares upon closing.</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">With the completion of the
purchase, the Company beneficially owns 64,911,816 Class&nbsp;B Restricted Voting
shares, representing approximately 80.9% of the issued and outstanding Class&nbsp;B Restricted Voting shares,
and 62,820,371 Class&nbsp;A Multiple Voting shares, representing 100% of the issued and outstanding Class&nbsp;A
Multiple Voting shares, and which combined represent a total ownership position of approximately 89.3%
of the total issued and outstanding shares of both classes of such
shares of Wireless.</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">The Company funded the approximate
$1,767&nbsp;million cash purchase price of the 48.6&nbsp;million
shares of Wireless
through a $1,750&nbsp;million secured bridge financing facility of up to two years with a group of Canadian
financial institutions. The facility stipulates mandatory repayments, subject to certain exceptions, from the
incurrence of debt or equity of the Company or Wireless.</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(g)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">On August&nbsp;9, 2004, a proceeding under the Class&nbsp;Actions Act (Saskatchewan) was brought
against Wireless and other providers of wireless communications services in Canada. The proceeding
involves allegations by wireless customers of breach of contract, misrepresentation and false advertising.
The plaintiffs seek unquantified damages from the defendant wireless communications service providers.
Wireless believes it has good defences to the allegations. The proceeding has not been certified as a
class action and it is too early to determine whether the proceeding will qualify for certification as a class
action.</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(h)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">On September&nbsp;20, 2004,
Wireless announced an agreement with Microcell Telecommunications Inc. (&#147;Microcell&#148;) to make an all cash tender offer
of $35.00 per share to acquire Microcell. Wireless completed the acquisition on November&nbsp;12, 2004. The funding for this acquisition was
comprised of the utilization of Wireless&#146;s cash on hand, drawdowns under Wireless&#146;s committed
$700.0&nbsp;million bank credit facility, and proceeds from a bridge
loan from the Company of up to $900.0&nbsp;million, of
which $850.0&nbsp;million has been drawn. The bridge loan has a term of up to two years from November&nbsp;9,
2004 and was made on an subordinated unsecured basis. The bridge loan bears interest at 6%&nbsp;per annum
and is prepayable in whole or in part without penalty. The Company funded the $850.0&nbsp;million drawdown on the
bridge loan using cash on hand, cash received from Cable in the form of a return of capital and
cash received from Media in the form of a repayment of an intercompany advance made to Media by the Company. Each of Rogers Cable and Media made drawdowns under its respective committed
bank credit facilities to fund the cash transfers to the Company.</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">On April&nbsp;21, 2004 a proceeding was brought against Microcell and its subsidiary, Microcell Solutions
Inc. and others alleging breach of contract, breach of confidence, misuse of confidential information,
breach of a duty of loyalty, good faith and to avoid a conflict of duty and self interest, and conspiracy. The
plaintiff is seeking damages in the amount of $160&nbsp;million. The
proceeding is at an early stage. Wireless believes it has good defences to the claim.</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(i)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">On November&nbsp;12, 2004, Wireless announced its intention to complete an offering of
$460.0&nbsp;million 7.625% Senior (Secured) Notes Due 2011,
U.S.&nbsp;$550.0&nbsp;million
Floating Rate Senior (Secured) Notes Due 2010, US
$470.0&nbsp;million 7.25% Senior (Secured)
Notes Due 2012, US $550.0&nbsp;million 7.5% Senior (Secured) Notes Due
2015, and U.S.&nbsp;$400.0&nbsp;million 8.0% Senior Subordinated Notes Due 2012.</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(j)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">On November&nbsp;12, 2004, Cable announced its
intention to complete an offering of $175.0&nbsp;million 7.25%
Senior (Secured) Second Priority Notes due 2011 and
U.S.$280.0&nbsp;million 6.75% Senior (Secured) Second Priority
Notes due 2015.</FONT></TD></TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(k)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">On April&nbsp;15, 2004, the
Company filed a final shelf prospectus in all of the provinces in
Canada and in the U.S. under which it will be able to offer up to
aggregate of US$750&nbsp;million of Class&nbsp;B Non-Voting shares,
preferred shares, debt securities, warrants, share purchase contracts
or units, or any combination thereof, for a period of 25 months;</FONT></TD></TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">On June&nbsp;16, 2004, 9,541,985
Class&nbsp;B Non-Voting shares were issued under the shelf prospectus
for net cash proceeds of $238.9&nbsp;million;</FONT></TD></TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(l)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">In August 2004, the Company and
Microsoft Corporation, the holder of the Convertible Preferred
Securities, agreed to amend the terms of such securities whereby
certain transfer restrictions will terminate on March&nbsp;28, 2006
unless a qualifying offer to purchase these securities is made by the
Company. In the event such transfer restrictions terminate, during a
three month period subsequent to March&nbsp;28, 2006 the Company has
the option to extend the maturity of these securities for up to three
years from the original August&nbsp;11, 2009 maturity date.</FONT></TD></TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(m)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">On January&nbsp;5, 2004, the
Company paid the remaining amount due related to the purchase
of the 20% minority interest in the Blue Jays for approximately
$39.1&nbsp;million. This payment had no impact on the carrying value
of the investment, as this liability was recorded at the date of
acquisition.</FONT></TD></TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Effective April&nbsp;1, 2001,
Rogers Telecommunications Ltd. (&#147;RTL&#148;), a company
controlled by the controlling shareholder of the Company, acquired
the Class&nbsp;A Preferred Shares of a subsidiary of RCI that owns
the Blue Jays (&#147;Blue Jays Holdco&#148;) for $30.0&nbsp;million.
On July&nbsp;31, 2004, Blue Jays Holdco redeemed and cancelled the
30,000 Class&nbsp;A Preferred shares for $30.0&nbsp;million,
resulting in Blue Jays Holdco becoming a wholly-owned subsidiary of
the Company. This redemption had no impact on net income, as the
Company had previously recorded 100% of the losses of Blue Jays
Holdco.</FONT></TD></TR>

</TABLE>

<P align="center"><FONT size="2">78</FONT>




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<DOCUMENT>
<TYPE>EX-4.8
<SEQUENCE>9
<FILENAME>t14763exv4w8.htm
<DESCRIPTION>EX-4.8
<TEXT>
<HTML>
<HEAD>
<TITLE>exv4w8</TITLE>
</HEAD>
<BODY bgcolor="#FFFFFF">
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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
<DIV style="font-family: 'Times New Roman',Times,serif">


<P align="left" style="font-size: 10pt"><IMG src="t14763rogerswire.gif" alt="(ROGERS LOGO)">


<P align="right" style="font-size: 10pt"><B>Exhibit&nbsp;99.1</B>



<P align="center" style="font-size: 10pt"><B>Rogers Communications Reports Strong Third Quarter 2004 Results</B><BR>
<BR>
<B><I>Quarterly Revenue Grows 18%, Operating Profit Rises 14% and Capital Expenditures<BR>
Decline 10% as Cable, Wireless and Media Divisions Each Deliver Solid Financial and Operating Results</I></B>



<P align="left" style="font-size: 10pt">
TORONTO (October&nbsp;26, 2004) &#151; Rogers Communications Inc. today announced its consolidated
financial and operating results for the third quarter and nine months ended September&nbsp;30, 2004.


<P align="left" style="font-size: 10pt"><B>Financial highlights (in thousands of dollars, except per share amounts) are as follows:</B>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head --><TR valign="bottom">
    <TD width="70%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Three Months Ended September 30,</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2004</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2003</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>% Change</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Operating revenue<SUP>(1)</SUP></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,433,688</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,211,623</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">18.3</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Operating profit<SUP>(2)</SUP></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">455,975</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">400,106</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">14.0</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Net income (loss)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">61,584</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(17,442</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Earnings (loss)&nbsp;per share &#151; basic<SUP>(3)</SUP></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0.20</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(0.13</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Additions to property, plant and equipment</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">221,147</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">244,722</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(9.6</TD>
    <TD nowrap>)</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Body --></TABLE>
</DIV>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head --><TR valign="bottom">
    <TD width="70%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Nine Months Ended September 30,</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2004</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2003</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>% Change</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Operating revenue<SUP>(1)</SUP></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4,041,932</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3,500,216</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">15.5</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Operating profit<SUP>(2)</SUP></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,283,621</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,079,586</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">18.9</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Net income</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,289</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">60,354</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Earnings (loss)&nbsp;per share &#151; basic<SUP>(3)</SUP></DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(0.16</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0.11</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Additions to property, plant and equipment</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">668,080</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">655,984</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1.8</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Body --></TABLE>
</DIV>




<P>
<HR size="1" width="18%" align="left" noshade>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top">
    <TD width="1%" nowrap align="right"><SUP>1.</SUP></TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%"><SUP>Effective January&nbsp;1, 2004, we adopted new
accounting standards regarding the timing of revenue
recognition and the classification of certain items as
revenue or expense. See the &#147;New Accounting Standards -
Revenue Recognition&#148; section for further details with
respect to the impact of this reclassification. All
periods presented above are prepared on a consistent
basis.</SUP></TD>
</TR>

<TR><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD width="1%" nowrap align="right"><SUP>2.</SUP></TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%"><SUP>Operating profit should not be considered as a
substitute or alternative for operating income or net
income, in each case determined in accordance with
generally accepted accounting principles (&#147;GAAP&#148;). See
the &#147;Reconciliation to Net Income (Loss)&#148; section for a
reconciliation of operating profit to operating income
and net income (loss)&nbsp;under GAAP and the &#147;Key
Performance Indicators and Non-GAAP Measures &#151; Operating
Profit&#148; section.</SUP></TD>
</TR>

<TR><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD width="1%" nowrap align="right"><SUP>3.</SUP></TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%"><SUP>Reflects both the distribution on and dividend
accreted on Convertible Preferred Securities. See Note
8, &#147;Calculation of Earnings (Loss) Per Share&#148; to the
Unaudited Consolidated Financial Statements for the
interim period ended September&nbsp;30, 2004.</SUP></TD>
</TR>

</TABLE>



<P align="left" style="font-size: 10pt"><B>Highlights of the third quarter of 2004 included the following:</B>



<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Operating revenue increased 18.3% for the quarter, with all
three operating companies contributing to the year-over-year
growth, including 22.5% growth at Wireless, 9.8% growth at Cable
and 6.2% growth at Media.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Consolidated quarterly operating profit grew 14.0%
year-over-year, with 21.3% growth at Wireless, 3.3% growth at Cable
and 14.3% growth at Media.</TD>
</TR>

</TABLE>

<P align="center" style="font-size: 10pt">1
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Cable had quarterly growth in revenue generating units of
77,100, driven by growth of 43,300 Internet subscribers and of
37,300 digital cable households, modestly offset by a net loss of
3,500 basic subscribers.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Cable announced that it began offering customers in certain
areas an all-digital channel line-up with all analog channels now
fully digitized to offer picture and sound in digital format to
customers who have a Rogers Digital Cable terminal or Personal
Video Recorder. With the all digital line-up, these customers are
able to experience Cable&#146;s extensive programming offering in 100%
digital format, while at the same time retaining the ability to watch the analog channels on any cable outlet in the house without
the need for extra digital boxes.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Cable launched its powerful new broadband Internet offering
that is co-branded with Yahoo! Inc. and completed the transition of
its Ontario and New Brunswick high-speed Internet customer bases to
the new platform. This integrated broadband experience seamlessly
combines broadband speed with a compelling suite of powerful
services, including safety and security features with award-winning
parental controls; a powerful email system with industry-leading
e-mail anti-virus, SpamGuard Plus and two gigabytes of storage; Rogers Yahoo! Photos with unlimited storage; Rogers Yahoo!
Messenger; Internet music and radio; and Rogers Yahoo! Games.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Wireless had net additions of 88,800 postpaid voice and data
subscribers, compared to the 97,100 net additions in the third
quarter of 2003, reflecting stable churn rates impacting a larger
cumulative base of postpaid subscribers. Average monthly postpaid
churn for the quarter was unchanged year-over-year at 1.85%, while
average monthly revenue per postpaid voice and data subscriber was
$62.18, an increase from the third quarter of 2003 ARPU of $60.56,
or 2.7%, reflecting the continued growth of wireless data and
roaming revenues and an increase in the penetration of optional
services.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>At Media, strong performances at the Radio division and The
Shopping Channel more than offset continued softness in certain
publications of the Publishing division and in over-the-air
television advertising at the Television division to produce 14.3%
year-over-year growth in Media&#146;s operating profit.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Media&#146;s Publishing division launched the inaugural edition of
LouLou, its new and well-received national fashion, lifestyle and
beauty shopping magazine. The only magazine of its kind in Canada,
LouLou follows an already popular concept in the U.S., U.K., Japan
and Australia. Also during the quarter, Media&#146;s OMNI multicultural
television stations began broadcasting in high-definition (HDTV)
format, while its Sportsnet television network more than tripled
the amount of HDTV sports content it broadcasts.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>On July&nbsp;30, our wholly-owned subsidiary, Blue Jays Holdco
Inc., redeemed and cancelled all of its outstanding Class&nbsp;A
Preferred Voting shares that were issued in April&nbsp;2001 to Rogers
Telecommunications Ltd. (&#147;RTL&#148;), a company controlled by our
controlling shareholder. At that time, RTL acquired the voting
rights to control the Toronto Blue Jays. As a result of the
cancellation, voting control of the Toronto Blue Jays transferred
to RCI and, accordingly, we began to consolidate the results of the
Blue Jays effective July&nbsp;31, 2004.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>We generated net income of $61.6&nbsp;million in the third quarter
of 2004 compared to a loss of $17.4&nbsp;million in the third quarter of
2003, with the increase primarily attributable to the</TD>
</TR>

</TABLE>
<P align="center" style="font-size: 10pt">2
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt"><TR valign="top" style="font-size: 10pt; color: #textcolor#; background: #bgcolor#">
    <TD width="2%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>year-over-year growth in operating profit, as well as foreign
exchange gains of $35.8&nbsp;million on U.S. dollar-denominated debt.</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>To further enhance our position in the Canadian wireless
market, we announced two significant initiatives during September
2004; an agreement to acquire from AT&#038;T Wireless Inc. (&#147;AWE&#148;) their
34% stake in Rogers Wireless for approximately $1.767&nbsp;billion in
cash while leaving seamless wireless voice and data roaming between
Canada and the U.S. on North America&#146;s largest combined GSM/GPRS
network intact, and a consensual all cash offer to acquire, through
Rogers Wireless Inc., 100% of the outstanding equity securities of
Microcell Telecommunications Inc. (&#147;Microcell&#148;), Canada&#146;s fourth
largest wireless communications provider, for $35.00 per share, or
approximately $1.4&nbsp;billion.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Subsequent to the end of the quarter, on October&nbsp;13, 2004, we
completed the acquisition from AWE of its 34% stake in Rogers
Wireless, increasing our ownership of Rogers Wireless from 55.3% at
September&nbsp;30, 2004 to 89.3%. Financing for the approximately $1.767
billion cash purchase price was provided by a bridge financing
facility of up to two years with a group of Canadian financial
institutions.</TD>
</TR>

</TABLE>

<P align="left" style="font-size: 10pt">
&#147;In addition to delivering solid operating and financial results across the Rogers group, two
significant structural and strategic developments unfolded during the third quarter,&#148; said Ted
Rogers, President and CEO of Rogers Communications<I>. </I>&#147;Our agreement with AT&#038;T Wireless to purchase
its 34% equity interest in Rogers Wireless, combined with Rogers Wireless&#146; offer to acquire 100%
control of Microcell, will significantly increase our scale position in the rapidly growing
wireless communications sector while solidifying Rogers Wireless&#146; position as Canada&#146;s leading
wireless communications company. These strategic initiatives in the wireless space, combined with
our ongoing focus across the Rogers group on stable operating performance and profitable growth,
are positioning us increasingly for continued success well into the future.&#148;


<P align="left" style="font-size: 10pt"><B>ROGERS COMMUNICATIONS INC.</B>


<P align="left" style="font-size: 10pt"><B>MANAGEMENT&#146;S DISCUSSION AND ANALYSIS FOR THE THIRD QUARTER ENDED SEPTEMBER 30, 2004</B>



<P align="left" style="font-size: 10pt">
In this Management&#146;s Discussion and Analysis (MD&#038;A) of operating results and financial
position, the terms &#147;we&#148;, &#147;us&#148;, &#147;our&#148;, &#147;the Company&#148; and &#147;RCI&#148; refer to Rogers Communications Inc.
and our subsidiaries, which are reported in the following five segments:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>&#147;Cable&#148; or &#147;Rogers Cable&#148;, which refers to Rogers&#146; wholly-owned subsidiary Rogers Cable Inc.;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>&#147;Wireless&#148;, &#147;Rogers Wireless&#148;, &#147;RWCI&#148;, or &#147;RWI&#148;, which refers to Rogers&#146; majority-owned
subsidiary Rogers Wireless Communications Inc.; and</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>&#147;Media&#148; or &#147;Rogers Media&#148;, which refers to Rogers&#146; wholly-owned subsidiary Rogers Media
Inc.; and</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>&#147;Blue Jays&#148;, which refers to Rogers&#146; wholly-owned subsidiary Blue Jays Holdco Inc., which
owns the Toronto Blue Jays Baseball Club; and</TD>
</TR>

</TABLE>

<P align="center" style="font-size: 10pt">3
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>&#147;RCI Corp&#148;, which refers to Rogers&#146; wholly-owned subsidiary
Rogers Communications Inc. Non-Consolidated.</TD>
</TR>

</TABLE>

<P align="left" style="font-size: 10pt">
This discussion should be read in conjunction with our 2003 Annual MD&#038;A and 2003 Annual
Audited Consolidated Financial Statements and Notes thereto. The financial information presented
herein has been prepared on the basis of Canadian generally accepted accounting principles (&#147;GAAP&#148;)
for interim financial statements. Please refer to Note 22 to our 2003 Annual Audited Consolidated
Financial Statements for a summary of the differences between Canadian GAAP and United States
(&#147;U.S.&#148;) GAAP.


<P align="left" style="font-size: 10pt">
Throughout this MD&#038;A, percentage changes are calculated using numbers rounded to the decimal
to which they appear. All dollar amounts are in Canadian dollars unless otherwise indicated.


<P align="left" style="font-size: 10pt"><B>COMPANY OVERVIEW</B>


<P align="left" style="font-size: 10pt">
We are a diversified Canadian communications and media company engaged in cable television,
high-speed Internet access and video retailing through our wholly-owned subsidiary Rogers Cable; in
wireless voice, data and messaging services through our subsidiary Rogers Wireless, the equity of
which we owned 55.3% at September&nbsp;30, 2004 and which we increased our ownership of to 89.3%
effective October&nbsp;13, 2004; in radio and television broadcasting, televised shopping, consumer
magazines, and trade and professional publications through our wholly-owned subsidiary Rogers
Media; and in sports entertainment through our wholly-owned subsidiary the Blue Jays.


<P align="left" style="font-size: 10pt">
We also hold other interests including a pay-per-view movie service and investments in several
specialty television channels, all of which are accounted for by the equity method. In addition, we
hold interests in other companies for investment purposes.


<P align="left" style="font-size: 10pt"><B>COMPANY STRATEGY</B>



<P align="left" style="font-size: 10pt">
Our business strategy is to maximize revenue, operating income and return on invested capital
by enhancing our position as one of Canada&#146;s leading national diversified communications and media
companies. We remain committed to our strategy and believe the financial and operating results for
the three months and nine months ended September&nbsp;30, 2004 reflect continued progress against our
stated strategies.


<P align="left" style="font-size: 10pt">
In addition, on February&nbsp;12, 2004, we announced an initiative to deploy an advanced broadband
Internet Protocol (IP)&nbsp;multimedia network to support primary line voice-over-cable telephony and
other new services across our cable service areas with the rollout of the network to begin in
2005.


<P align="left" style="font-size: 10pt">
To further our exposure to and scale position in the Canadian wireless market, we announced
two significant structural and strategic initiatives during the third quarter of 2004 which are
further described below; an agreement to acquire from AWE their 34% stake in Rogers Wireless and
an offer by Rogers Wireless to acquire 100% ownership of Microcell.


<P align="left" style="font-size: 10pt"><B>PURCHASE OF ROGERS WIRELESS SHARES FROM AT&#038;T WIRELESS</B>


<P align="left" style="font-size: 10pt">
On September&nbsp;13, 2004, we announced an agreement with JVII General Partnership (&#147;JVII&#148;), a
partnership owned by AWE, whereby RCI agreed to purchase all of JVII&#146;s 27,647,888 Class&nbsp;A Multiple
Voting shares (&#147;Class&nbsp;A shares&#148;) and 20,946,284 Class&nbsp;B Restricted Voting shares


<P align="center" style="font-size: 10pt">4
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<P align="left" style="font-size: 10pt">(&#147;Class&nbsp;B shares&#148;) of Rogers Wireless for a cash purchase price of $36.37 per share. We
closed this transaction on October&nbsp;13, 2004 through our wholly-owned subsidiary, Rogers
Acquisition Inc. Immediately prior to closing, JVII converted the Class&nbsp;A shares into Class&nbsp;B
shares of Rogers Wireless. As a result of the transaction, the shareholders&#146; agreement among RCI,
Rogers Wireless and JVII dated August&nbsp;16, 1999, as amended, was terminated; the registration
rights agreements between Rogers Wireless and JVII, also dated August&nbsp;16, 1999, was terminated;
and JVII&#146;s four nominees to the Rogers Wireless Board of Directors resigned. The sale by AWE of
its shares of Rogers Wireless does not impact or change the extensive North American wireless
voice and data roaming capabilities between the companies. Customers of both Rogers Wireless and
AWE continue to enjoy the benefits of seamless wireless roaming between Canada and the U.S. on
North America&#146;s largest combined GSM/GPRS network. Upon closing of this transaction on October&nbsp;13,
2004, our equity ownership of Wireless increased from 55.3% to approximately 89.3%. We funded the
approximate $1,767.4&nbsp;million cash purchase price for the 48.6&nbsp;million Rogers Wireless shares with
a bridge financing facility with a term of up to two years provided by a group of Canadian
financial institutions and cash on hand.


<P align="left" style="font-size: 10pt"><B>OFFER TO ACQUIRE MICROCELL TELECOMMUNICATIONS INC.</B>


<P align="left" style="font-size: 10pt">
On September&nbsp;20, 2004, together with Wireless, we announced an all cash offer of $35 per
share, totalling approximately $1.4&nbsp;billion, to acquire (through Rogers Wireless Inc.) all of the
issued and outstanding equity securities of Microcell, Canada&#146;s fourth largest wireless
communications provider. Microcell&#146;s Board of Directors has recommended that its shareholders
tender to Wireless&#146; offer, and the offering documents were mailed by Wireless to Microcell security
holders on September&nbsp;30, 2004. The initial offer period currently expires on November&nbsp;5, 2004. The
acquisition would make Wireless the largest wireless operator in Canada with over 5.1&nbsp;million voice
and data customers across the country, operating Canada&#146;s only nationwide GSM/GPRS/EDGE wireless
network. This combination, amongst other things, would lead to measurably increased scale providing
opportunities for operating and capital spending efficiencies. Completion of the transaction is
subject to receipt of certain regulatory approvals and other conditions. Wireless intends to
finance the purchase through cash on hand, drawdowns under its $700&nbsp;million bank credit facility
and a bridge loan of up to $900&nbsp;million from us.


<P align="left" style="font-size: 10pt">
We intend that Wireless will refinance its bridge loan from us, as well as our $1.75&nbsp;billion
bridge credit facility, with longer-term debt financing which Wireless will most likely issue in
the U.S. and/or Canadian public debt markets. Wireless is beginning a review of the various methods
of transferring funds to shareholders, including us, so that we will have adequate funds to repay
our $1.75&nbsp;billion bridge credit facility. No decision has been made on any of these matters, and
each is subject to Wireless Board approval.


<P align="left" style="font-size: 10pt"><B>SUMMARY CONSOLIDATED FINANCIAL RESULTS</B>



<P align="left" style="font-size: 10pt">
For the three months ended September&nbsp;30, 2004, Cable, Wireless, Media and the Blue Jays
represented 34.1%, 50.3%, 14.4% and 2.9% of our consolidated revenue, respectively, offset by
negative 1.8%, representing corporate items and eliminations. For the same period, Cable, Wireless
and Media represented 36.8%, 57.2% and 5.1% of our consolidated operating profit, respectively,
offset by negative 2.0% and 0.4%, representing the Blue Jays operating profit and corporate
expenses, respectively. See the &#147;Key Performance Indicators &#151; Operating Profit and Operating Profit
Margin&#148; section.


<P align="center" style="font-size: 10pt">5
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt">
The Blue Jays were consolidated effective July&nbsp;31, 2004, and prior periods have not been
restated, as required under Generally Accepted Accounting Principles (&#147;GAAP&#148;). Our net income was
unaffected by this change as we had been recording 100% of the losses of the Blue Jays under the
equity method of accounting.



<P align="left" style="font-size: 10pt">
For more detailed discussions of the Cable, Wireless, Media and Blue Jays segments and their
respective results, please refer to the individual segment discussions below.



<P align="left" style="font-size: 10pt"><I>Summarized Consolidated Financial Results</I>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head --><TR valign="bottom">
    <TD width="40%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>(In millions of dollars, except per share</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="11"><B>Three Months Ended September 30,</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="11"><B>Nine Months Ended September 30,</B><HR size="1" noshade></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>amounts and margin)</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2004</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2003</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>% Chg</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2004</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2003</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>% Chg</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Operating revenue <SUP>(1)</SUP></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Cable</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">489.4</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">445.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">9.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,437.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,313.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">9.5</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Wireless</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">721.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">588.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">22.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,969.9</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,618.2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">21.7</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Media</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">206.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">194.7</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6.2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">653.4</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">611.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6.9</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Blue Jays</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">42.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">42.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Corporate
items and
eliminations</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(25.6</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(17.3</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(60.7</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(42.1</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Total</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,433.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,211.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">18.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">4,042.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">3,500.2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">15.5</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Operating expenses<SUP>(1)</SUP></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Cable</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">316.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">278.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">13.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">919.7</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">826.2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">11.3</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Wireless</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">451.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">366.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">23.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,233.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,057.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">16.7</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Media</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">182.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">173.7</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5.2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">584.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">547.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6.8</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Blue Jays</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">51.2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">51.2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Corporate
items and
eliminations</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(23.9</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(6.5</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(30.1</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(10.2</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Total</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">977.9</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">811.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">20.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">2,758.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">2,420.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">14.0</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Operating profit<SUP>(2)</SUP></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Cable</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">173.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">167.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">517.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">486.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6.3</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Wireless</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">269.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">222.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">21.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">736.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">560.7</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">31.3</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Media</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">24.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">21.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">14.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">69.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">64.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">8.1</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Blue Jays</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(9.1</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(9.1</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Corporate
items and
eliminations</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(1.7</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(10.8</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(30.6</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(31.9</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Total</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">455.9</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">400.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">13.9</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,283.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,079.7</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">18.9</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Other income and expense, net<SUP>(3)</SUP></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">394.4</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">417.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(5.5</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,281.2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,019.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">25.7</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Net income (loss)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">61.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">$</TD>
    <TD align="right">(17.4</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">2.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">60.4</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(96.2</TD>
    <TD nowrap>)</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Earnings (loss)&nbsp;per share</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Basic</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">0.20</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">$</TD>
    <TD align="right">(0.13</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">$</TD>
    <TD align="right">(0.16</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">0.11</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Diluted</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">0.19</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">$</TD>
    <TD align="right">(0.13</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">$</TD>
    <TD align="right">(0.16</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">0.10</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Property, plant and equipment (&#147;PP&#038;E&#148;) expenditures</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Cable</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">126.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">122.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">344.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">335.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2.8</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Wireless</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">89.9</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">116.4</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(22.8</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">305.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">292.9</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4.4</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Media</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(34.4</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">15.9</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">27.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(42.4</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:30px; text-indent:-10px">Blue Jays</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0.2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0.2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Corporate
items and
eliminations</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0.2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0.4</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Total</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">221.2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">244.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(9.6</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">668.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">656.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1.8</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Operating profit margin<SUP>(4)</SUP></DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">31.8</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">33.0</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">31.8</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">30.8</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>

</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Body --></TABLE>
</DIV>




<P>
<HR size="1" width="18%" align="left" noshade>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top">
    <TD width="1%" nowrap align="right"><SUP>(1)</SUP></TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%"><SUP>As reclassified &#151; see the &#147;New Accounting Standards &#151; Revenue Recognition&#148; section.</SUP></TD>
</TR>

<TR><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD width="1%" nowrap align="right"><SUP>(2)</SUP></TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%"><SUP>As defined &#151; see the &#147;Key Performance Indicators Non-GAAP Measures &#151; Operating Profit&#148; section.</SUP></TD>
</TR>

<TR><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD width="1%" nowrap align="right"><SUP>(3)</SUP></TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%"><SUP>See the &#147;Reconciliation of Operating Profit to Net Income (Loss)&#148; section for specific details of these amounts.</SUP></TD>
</TR>

<TR><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD width="1%" nowrap align="right"><SUP>(4)</SUP></TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%"><SUP>As defined &#151; see the &#147;Key Performance Indicators Non-GAAP Measures &#151; Operating Profit Margin&#148; section.</SUP></TD>
</TR>




</TABLE>



<P align="left" style="font-size: 10pt">
Consolidated revenue for the three months ended September&nbsp;30, 2004 was $1,433.8&nbsp;million, an
increase of $222.2&nbsp;million, or 18.3%, from $1,211.6&nbsp;million in the corresponding period of 2003.


<P align="center" style="font-size: 10pt">6
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt">
Of the increase, Wireless contributed $132.5&nbsp;million, Cable $43.8&nbsp;million, Media $12.1&nbsp;million
and Blue Jays $42.1&nbsp;million.


<P align="left" style="font-size: 10pt">
Consolidated operating profit for the three months ended September&nbsp;30, 2004 was $455.9
million, an increase of $55.8&nbsp;million, or 13.9%, from $400.1&nbsp;million in the corresponding period in
2003. Of this increase, Wireless contributed $47.3&nbsp;million, Cable $5.5&nbsp;million and Media $3.0
million, offset by the Blue Jays loss of $9.1&nbsp;million. Consolidated quarterly operating profit as a
percentage of revenue decreased to 31.8% in 2004 from 33.0% in 2003 as margin contraction at Cable
and the loss at the Blue Jays more than offset margin expansions at Wireless and Media.


<P align="left" style="font-size: 10pt"><I>Reconciliation of Operating Profit to Net Income (Loss)</I>



<P align="left" style="font-size: 10pt">
The items listed below represent the consolidated income and expense amounts that are required
to reconcile operating profit to net income as defined under Canadian GAAP. For details of these
amounts on a segment-by-segment basis and for an understanding of intersegment eliminations on
consolidation, the following section should be read in conjunction with the Unaudited Interim
Consolidated Financial Statements and Notes for the quarter ended September&nbsp;30, 2004 (included
herein)

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head --><TR valign="bottom">
    <TD width="36%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="15"><B>Three Months Ended September 30,</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="15"><B>Nine Months Ended September 30,</B><HR size="1" noshade></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>(In millions of dollars)</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2004</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2003</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Chg</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>% Chg</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2004</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2003</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Chg</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>% Chg</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Operating profit<SUP>(1)</SUP></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">456.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">400.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">55.9</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">14.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,283.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,079.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">204.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">18.9</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Depreciation and amortization</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(255.9</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(261.7</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(2.2</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(752.5</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(766.4</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">13.9</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(1.8</TD>
    <TD nowrap>)</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Operating income</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">200.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">138.4</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">61.7</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">44.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">531.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">313.2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">217.9</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">69.6</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Interest on long-term debt</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(116.4</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(121.9</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(4.5</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(359.3</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(373.5</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">14.2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(3.8</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Gain on sale of other investments</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">12.9</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(11.4</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(88.4</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">12.9</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(7.4</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(57.4</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Writedown of investments</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(4.1</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(4.1</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Loss from investments accounted
for by the equity method</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(3.4</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(11.5</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">8.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(70.4</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(19.6</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(37.1</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">17.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(47.2</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Foreign exchange gain (loss)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">35.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5.4</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">30.4</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(88.6</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">242.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(330.7</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(136.6</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Change in the fair value of derivative
instruments</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(7.9</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(7.9</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">28.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">28.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Loss on repayment of long-term debt</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(17.2</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">17.2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(100.0</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(20.3</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(24.8</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(18.1</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Investment and other income</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(1.6</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5.4</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">11.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1.4</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">10.2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Income tax expense</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(3.4</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(3.0</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(0.4</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">13.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(8.4</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(13.5</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(37.8</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Non-controlling interest</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(48.5</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(18.9</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(29.6</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(73.7</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(60.2</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(13.5</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">22.4</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Net income (loss)&nbsp;for the period</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">61.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(17.4</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">79.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">60.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(58.2</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(96.2</TD>
    <TD nowrap>)</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Body --></TABLE>
</DIV>




<P>
<HR size="1" width="18%" align="left" noshade>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top">
    <TD width="1%" nowrap align="right"><SUP>(1)</SUP></TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%"><SUP>As defined &#151; see &#147;Key Performance Indicators &#151; Operating Profit&#148; section.</SUP></TD>
</TR>

</TABLE>



<P align="left" style="font-size: 10pt"><I>Depreciation and Amortization Expense</I>



<P align="left" style="font-size: 10pt">
Depreciation and amortization expense for the three months ended September&nbsp;30, 2004 was $255.9
million, a decrease of $5.8&nbsp;million, or 2.2%, from $261.7&nbsp;million in the corresponding period of
2003. This decrease is due to lower property, plant and equipment (&#147;PP&#038;E&#148;) expenditure levels over
the last several periods.


<P align="left" style="font-size: 10pt"><I>Operating Income</I>



<P align="left" style="font-size: 10pt">
Operating income increased to $200.1&nbsp;million for the three months ended September&nbsp;30, 2004; an
increase of $61.7&nbsp;million, or 44.6%, from the $138.4&nbsp;million earned in the corresponding period of
2003.


<P align="left" style="font-size: 10pt"><I>Interest on Long-term Debt</I>



<P align="left" style="font-size: 10pt">
Interest expense for the three months ended September&nbsp;30, 2004 was $116.4&nbsp;million, a reduction
of $5.5&nbsp;million from $121.9&nbsp;million in the corresponding period in 2003. This was primarily due to
the impact of lower interest rates on the fixed rate portion of debt (due to refinancings earlier
in 2004) as well as to the fact that there was less lower cost floating rate debt outstanding in
the current period, largely as a result of the unwinding earlier in 2004 of certain cross-currency
interest rate exchange agreements which were swapped into Canadian floating rate debt.


<P align="center" style="font-size: 10pt">7
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt"><I>Losses from Investments Accounted for by the Equity Method</I>


<P align="left" style="font-size: 10pt">
We use the equity method to record losses and income from investments that we do not control,
but over which we are able to exercise significant influence. The equity loss for the three months
ended September&nbsp;30, 2004 was $3.4&nbsp;million, compared to $11.5&nbsp;million in 2003. Effective July&nbsp;31,
2004, as a result of the redemption and cancellation of the preferred voting shares more fully
described below, we began to consolidate the Blue Jays. As a result, only one month of the Blue
Jays&#146; loss is included in losses from investments accounted for by the equity method, with the
remaining two months of the Blue Jays&#146; results consolidated with our operations. The equity loss
for the quarter consists of the Blue Jays&#146; losses for the month of July&nbsp;2004 of $3.8&nbsp;million
compared to $11.9&nbsp;million for the comparative quarter of 2003, offset by other equity investments
with equity income of $0.4&nbsp;million in the third quarter of 2004 and $0.4&nbsp;million in the
corresponding period of 2003.


<P align="left" style="font-size: 10pt"><I>Foreign Exchange Gain (Loss)</I>



<P align="left" style="font-size: 10pt">
The foreign exchange gain of $35.8&nbsp;million in the third quarter of 2004 arose primarily from
the translation of the unhedged U.S. dollar-denominated debt and reflects a strengthening of the
Canadian dollar relative to that of the U.S. dollar from an exchange rate of $1.3338 as at June&nbsp;30,
2004 to a rate of $1.2639 at September&nbsp;30, 2004. In the corresponding period of 2003, the Canadian
dollar also strengthened against the U.S. dollar, although to a lesser degree, resulting in a more
modest foreign exchange gain of $5.4&nbsp;million. Refer also to Note 1(b) of the Unaudited Interim
Consolidated Financial Statements.


<P align="left" style="font-size: 10pt"><I>Change in Fair Value of Derivative Instruments</I>



<P align="left" style="font-size: 10pt">
Effective January&nbsp;1, 2004, in accordance with the Canadian Institute of Chartered Accountants
(&#147;CICA&#148;) Accounting Guideline 13 (AcG-13), we determined that we would not record our derivative
instruments, including cross-currency interest rate exchange agreements, as effective hedges for
accounting purposes. Consequently, we began to account for such derivatives on a mark-to-market
basis with resulting gains or losses recorded in or charged against income. Accordingly, up to June
30, 2004, we recorded the change in the fair value of our derivative instruments as either income
or expense, depending on the change in the fair value of our cross-currency interest rate exchange
agreements.


<P align="left" style="font-size: 10pt">
Effective July&nbsp;1, 2004, we met the requirements of AcG-13 to treat certain of our
cross-currency interest rate exchange agreements and forward exchange agreements as effective
hedges for accounting purposes. Hedge accounting was applied prospectively beginning July&nbsp;1, 2004.
The exchange agreements not accounted for as hedges are marked-to-market with their change in fair
value for each period either recorded in or charged against income as appropriate.


<P align="left" style="font-size: 10pt">
For the three months ended September&nbsp;30, 2004, the change in fair value of our cross-currency
interest rate exchange agreements not accounted for as hedges resulted in a loss of $7.9&nbsp;million.


<P align="left" style="font-size: 10pt">
This change in accounting has been adopted on a prospective basis, as described in Note 1(b)
to the Unaudited Interim Consolidated Financial Statements.


<P align="left" style="font-size: 10pt"><I>Income Tax Expense</I>



<P align="left" style="font-size: 10pt">
Income taxes for the three months ended September&nbsp;30, 2004 and for the corresponding period in
2003 consisted primarily of current income tax expense related to the Federal Large Corporations
Tax.


<P align="center" style="font-size: 10pt">8
</DIV>

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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt"><I>Non-Controlling Interest</I>


<P align="left" style="font-size: 10pt">
Non-controlling interest, representing a 44.7% interest in Wireless&#146; income, resulted in a
charge of $48.5&nbsp;million in the three months ended September&nbsp;30, 2004, as compared to a 44.2%
interest in Wireless&#146; net income in the corresponding period in 2003, which resulted in a charge of
$18.9&nbsp;million. On October&nbsp;13, 2004, following the end of the quarter, the non-controlling interest
in Wireless of 44.7% was reduced to approximately 10.7% upon the completion of our purchase of the
34% ownership interest in Wireless previously held by AWE. As such, the amount in future periods of
the non-controlling interest in Wireless&#146; income will reflect this significantly decreased level of
minority ownership.


<P align="left" style="font-size: 10pt"><I>Net Income (Loss) and Earnings (Loss) per Share</I>



<P align="left" style="font-size: 10pt">
We recorded net income of $61.6&nbsp;million in the three months ended September&nbsp;30, 2004, or
earnings of $0.20 per share, compared to a loss of $17.4&nbsp;million or a loss of $0.13 per share in
2003.


<P align="left" style="font-size: 10pt">
Distributions and accretions on Convertible Preferred Securities, totalling $13.5&nbsp;million in
the third quarter of 2004 and $13.3&nbsp;million in the third quarter of 2003, had the impact of
decreasing basic earnings per share by $0.05 and $0.05, respectively. See Note 8 to the Unaudited
Interim Consolidated Financial Statements.


<P align="left" style="font-size: 10pt"><B>EMPLOYEES</B>


<P align="left" style="font-size: 10pt">
At September&nbsp;30, 2004, we had approximately 15,600 full-time equivalent (&#147;FTE&#148;) employees
across all of our operating groups, including our shared services organization and corporate
office, representing an increase of approximately 600 FTEs from the levels of December&nbsp;31, 2003.
This increase primarily reflects increased sales, customer service, credit and collections staff
and resources dedicated to the cable telephony project, partially offset by staff reductions in
other areas.


<P align="left" style="font-size: 10pt">
Refer to the respective segment discussions below for details of Cable, Wireless and Media
employee levels.


<P align="left" style="font-size: 10pt"><B>NINE MONTHS ENDED SEPTEMBER 30, 2004</B>


<P align="left" style="font-size: 10pt">
Consolidated revenue for the nine months ended September&nbsp;30, 2004 was $4,042.0&nbsp;million, an
increase of $541.8&nbsp;million, or 15.5%, from $3,500.2&nbsp;million in the corresponding period of 2003. Of
the increase, Wireless contributed $351.7&nbsp;million, Cable $124.3&nbsp;million, Media $42.3&nbsp;million and
Blue Jays $42.1&nbsp;million.


<P align="left" style="font-size: 10pt">
Operating expenses for the nine months ended September&nbsp;30, 2004 were $2,758.5&nbsp;million, an
increase of $338.0&nbsp;million, or 14.0%, from $2,420.5&nbsp;million in the corresponding period of 2003. Of
the increase, Wireless contributed $176.1&nbsp;million, Cable $93.5&nbsp;million, Media $37.1&nbsp;million and
Blue Jays $51.2&nbsp;million.


<P align="left" style="font-size: 10pt">
Operating profit grew $203.8&nbsp;million or 18.9% to $1,283.5&nbsp;million for the nine months ended
September&nbsp;30, 2004, with Wireless contributing $175.6&nbsp;million, Cable $30.8&nbsp;million and Media $5.2
million, offset by a loss of $9.1&nbsp;million at the Blue Jays.


<P align="left" style="font-size: 10pt">
For details of these changes by segment, refer to the respective segment discussions below.


<P align="center" style="font-size: 10pt">9
</DIV>

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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt">
In the nine months ended September&nbsp;30, 2004, we recognized net income of $2.3&nbsp;million,
compared to net income of $60.4&nbsp;million in the corresponding period of 2003. This decrease of
approximately $58.1&nbsp;million was primarily attributable to foreign exchange fluctuations, resulting
in a foreign exchange gain of $242.1&nbsp;million in 2003 compared to a loss of $88.6&nbsp;million in 2004.
As previously discussed, hedge accounting was not applied for the first six months of the 2004 for
our derivative instruments, resulting in this charge against income due to the recognition of
unrealized foreign exchange loss on the debt previously hedged. This foreign exchange loss was
partially offset by a $217.9&nbsp;million increase in operating income.


<P align="left" style="font-size: 10pt"><B>CABLE OVERVIEW</B>


<P align="left" style="font-size: 10pt">
Cable is Canada&#146;s largest cable television company, serving approximately 2.25&nbsp;million basic
subscribers representing approximately 29% of the basic cable subscribers in Canada. Cable
provides digital cable services to approximately 627,000 households and Internet service to
approximately 879,500 subscribers at September&nbsp;30, 2004.


<P align="left" style="font-size: 10pt">
Cable has highly-clustered and technologically advanced broadband cable networks in Ontario,
New Brunswick and Newfoundland. Its Ontario cable systems, which comprise approximately 90% of its
approximately 2.25&nbsp;million basic cable subscribers, are concentrated in and around three principal
clusters: (i)&nbsp;the Greater Toronto Area, Canada&#146;s largest metropolitan centre; (ii)&nbsp;Ottawa, the
capital city of Canada; and (iii)&nbsp;the Guelph to London corridor in southern Ontario. Cable&#146;s New
Brunswick and Newfoundland cable systems in Atlantic Canada comprise the balance of its
subscribers.


<P align="left" style="font-size: 10pt">
Through its technologically advanced broadband networks, Cable offers a diverse range of
services, including analog and digital cable television services and residential and commercial
Internet services. At September&nbsp;30, 2004, 99% of the homes passed in its service areas had digital
cable available and 96% of the homes passed were two-way addressable.


<P align="left" style="font-size: 10pt">
Cable also offers digital video disc (&#147;DVD&#148;), videocassette and video game sales and rentals
through Rogers Video, Canada&#146;s second largest chain of video rental stores. There were 288 Rogers
Video stores at September&nbsp;30, 2004, many of which provide customers with the additional ability to
purchase cable and wireless products and services, to pay their cable television, Internet or
Rogers Wireless Communications Inc. (&#147;Rogers Wireless&#148;, &#147;Wireless&#148;, or &#147;RWCI&#148;) bills and to pick
up or return Rogers digital cable and Internet equipment.


<P align="left" style="font-size: 10pt">
In addition, on February&nbsp;12, 2004, Cable, together with ourselves, announced an initiative to
deploy an advanced broadband Internet Protocol multimedia network to support primary line
voice-over-cable telephony and other new telephony services across its cable service areas, with
the roll-out of that network expected to begin in mid-2005.


<P align="left" style="font-size: 10pt"><B>CABLE STRATEGY</B>


<P align="left" style="font-size: 10pt">
Cable&#146;s business strategy is to maximize its revenue, operating income and return on invested
capital by leveraging its technologically advanced cable network to meet the information,
entertainment and communications needs of its subscribers. Cable remains committed to its strategy
and believes that the financial and operating results of the three months and nine months ended
September&nbsp;30, 2004 reflect continued progress against its stated strategy.


<P align="center" style="font-size: 10pt">10
</DIV>

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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt"><B>CABLE OPERATING AND FINANCIAL RESULTS</B>


<P align="left" style="font-size: 10pt">
For purposes of this discussion, Cable&#146;s revenue has been classified according to the
following categories:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Core cable, which includes revenue derived from: (a)&nbsp;analog
cable service, consisting of basic cable service fees plus extended
basic (or tier) service fees, and access fees for use of channel
capacity by third and related parties, and (b)&nbsp;digital cable
service, consisting of digital channel service fees, including
premium and specialty service subscription fees, pay-per-view
(&#147;PPV&#148;) service fees, video-on-demand (&#147;VOD&#148;) and revenue earned on
the sale and rental of digital set-top terminals;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Internet, which includes service revenues from residential and
commercial Internet access service and modem sale and rental fees;
and</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Rogers Video, which includes the sale and rental of DVDs,
videocassettes, video games and confectionary, as well as
commissions that Rogers Video earns while acting as an agent to
sell other Rogers&#146; services, such as wireless, Internet and digital
cable.</TD>
</TR>

</TABLE>

<P align="left" style="font-size: 10pt">
Cable&#146;s operating expenses are segregated into three categories for assessing business
performance:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Cost of Video store sales, which comprises Rogers Video store
merchandise and depreciation related to the acquisition of DVD,
videocassettes and game rental assets;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Sales and marketing expenses, which include sales and
retention-related advertising and customer communications, as well
as other customer acquisition costs such as sales support and
commissions and costs of operating, advertising and promoting the
Rogers Video store chain;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Operating, general and administrative expenses, which include
all other expenses incurred to operate the business on a day-to-day
basis and to service subscriber relationships, including: (a)&nbsp;the
monthly contracted payments for the acquisition of programming paid
directly to programming suppliers, as well as to copyright
collectives and the Canadian Programming Production funds; (b)
Internet interconnectivity and usage charges and the cost of
operating its Internet service; (c)&nbsp;technical service expenses,
which includes the costs of operating and maintaining its cable
networks as well as certain customer service activities such as
installations and repair; (d)&nbsp;customer care expenses, which include
the costs associated with customer order-taking and billing
inquiries; (e)&nbsp;community television expenses, consisting of the
costs to operate a series of local community-based television
stations in the communities served by its cable services, which
have traditionally filled a unique and localized customer-oriented
niche; (f)&nbsp;other general and administrative expenses; and (g)
expenses related to the national management of the Rogers Video
stores.</TD>
</TR>

</TABLE>

<P align="center" style="font-size: 10pt">11
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt"><I>Summarized Consolidated Financial Results</I>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head --><TR valign="bottom">
    <TD width="40%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="11"><B>Three Months Ended September 30,</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="11"><B>Nine Months Ended September 30,</B><HR size="1" noshade></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>(In millions of dollars, except margin)</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2004</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2003</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>% Chg</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2004</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2003</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>% Chg</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Operating revenue<SUP>(1)</SUP></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Core cable</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">316.4</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">298.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">933.2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">878.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6.2</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Internet</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">96.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">81.7</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">18.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">278.2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">236.2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">17.8</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Total cable revenue</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">412.9</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">380.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">8.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,211.4</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,114.7</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">8.7</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Video Stores</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">77.4</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">66.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">17.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">228.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">200.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">13.7</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Intercompany
eliminations</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(0.9</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(0.8</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(2.4</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(2.5</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Total operating revenue</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">489.4</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">445.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">9.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,437.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,313.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">9.5</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Operating expenses<SUP>(1)</SUP></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Cost of Video
Stores sales</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">36.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">29.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">24.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">105.9</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">91.7</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">15.5</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Sales and
marketing expenses</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">68.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">49.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">38.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">186.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">146.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">26.7</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Operating,
general and
administrative
expenses</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">212.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">200.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">630.2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">590.2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6.8</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Intercompany
eliminations</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(0.9</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(0.8</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(2.4</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(2.5</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Total operating expense</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">316.2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">278.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">13.7</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">919.7</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">826.2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">11.3</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Operating profit<SUP>(2)</SUP></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Cable</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">166.4</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">162.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2.7</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">499.9</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">473.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5.7</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Video Stores</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">21.4</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">17.7</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">13.7</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">29.2</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Total operating profit</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">173.2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">167.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">517.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">486.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6.3</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Cable operating profit margin<SUP>(3)</SUP></DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">40.3</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">42.6</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">41.3</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">42.4</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Video Stores operating profit margin <SUP>(3)</SUP></DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">8.8</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">8.5</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">7.8</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">6.8</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Total <SUP>(3)</SUP></DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">35.4</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">37.6</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">36.0</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">37.1</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">PP&#038;E expenditures</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">126.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">122.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">344.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">335.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2.8</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Body --></TABLE>
</DIV>




<P>
<HR size="1" width="18%" align="left" noshade>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top">
    <TD width="1%" nowrap align="right"><SUP>(1)</SUP></TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%"><SUP>As reclassified &#151; see the &#147;New Accounting Standards &#151; Revenue Recognition&#148; section.</SUP></TD>
</TR>

<TR><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD width="1%" nowrap align="right"><SUP>(2)</SUP></TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%"><SUP>As defined &#151; see the &#147;Key Performance Indicators and Non-GAAP Measures- Operating Profit&#148; section.</SUP></TD>
</TR>

<TR><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD width="1%" nowrap align="right"><SUP>(3)</SUP></TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%"><SUP>As defined &#151; see the &#147;Key Performance Indicators and Non-GAAP Measures- Operating Profit Margin&#148; section.</SUP></TD>
</TR>

</TABLE>



<P align="left" style="font-size: 10pt"><I>Cable Revenue and Subscribers</I>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head --><TR valign="bottom">
    <TD width="36%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="15"><B>Three Months Ended September 30,</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="15"><B>Nine Months Ended September 30,</B><HR size="1" noshade></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>(Subscriber statistics in thousands, except ARPU)</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2004</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2003</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Chg</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>% Chg</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2004</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2003</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Chg</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>% Chg</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Homes passed</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3,270.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3,195.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">75.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2.3</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Basic cable subscribers</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,248.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,260.9</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(12.1</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(0.5</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Basic cable, net additions (losses)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(3.5</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5.9</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(9.4</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(20.7</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(9.5</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(11.2</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Core cable ARPU</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">46.95</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">44.17</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2.78</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">45.95</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">43.16</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2.79</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6.5</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Internet subscribers <SUP>(1)</SUP></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">879.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">736.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">143.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">19.4</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Internet, net additions <SUP>(1)</SUP></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">43.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">36.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">7.2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">19.9</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">101.7</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">108.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(6.3</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(5.8</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Internet (Residential) ARPU</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">36.92</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">37.60</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(0.68</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(1.8</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">36.67</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">37.74</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(1.07</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(2.8</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Digital terminals in service</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">729.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">562.7</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">166.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">29.6</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Digital terminals, net additions</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">48.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">43.9</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">9.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">115.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">106.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">9.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">8.4</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Digital households</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">627.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">492.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">134.9</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">27.4</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Digital households, net additions</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">37.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">35.2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">91.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">90.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1.2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1.3</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">VIP customers</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">698.9</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">637.7</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">61.2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">9.6</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">VIP customers, net additions</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">16.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">13.4</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">23.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">37.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">44.7</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(7.4</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(16.6</TD>
    <TD nowrap>)</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Body --></TABLE>
</DIV>




<P>
<HR size="1" width="18%" align="left" noshade>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top">
    <TD width="1%" nowrap align="right"><SUP>(1)</SUP></TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%"><SUP>Effective in the third quarter of 2004, Cable
modified the reporting of Internet subscribers to
include only those subscribers with service installed,
operating and on billing and to exclude those
subscribers who have subscribed to the service but
installation of the service was still pending.
Historically Cable had included both those subscribers
that had the service installed and those with
installations pending. The impact of this change in the
presentation of Internet subscriber net additions for
the three months ended September&nbsp;30, 2004 and 2003 was
to reduce net additions by 1,575 and 2,933,
respectively. Prior period results for Internet
subscribers and net additions have been conformed to
this current presentation. Schedule&nbsp;1 to this MD&#038;A
presents historical quarterly subscriber results under
both its current and previous reporting.</SUP></TD>
</TR>

</TABLE>



<P align="center" style="font-size: 10pt">12
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt"><I>Core Cable Revenue</I>


<P align="left" style="font-size: 10pt">
Core cable revenue, which accounted for 64.7% of total revenues in the three-month period
ended September&nbsp;30, 2004, totalled $316.4&nbsp;million, an increase of $17.8&nbsp;million, or 6.0%, increase
over 2003. Analog cable service increased year-over-year by $8.8&nbsp;million due to price increases in
August&nbsp;2003 and July&nbsp;2004, with the remaining $9.0&nbsp;million increase primarily attributable to
increased penetration of its digital cable services.


<P align="left" style="font-size: 10pt">
The increase in Core cable average monthly revenue per subscriber (&#147;ARPU&#148;) to $46.95 from
$44.17 reflects the growing penetration of its digital products, its continued up-selling of
customers into more expensive programming packages, and pricing changes. Price increases on basic
service in July&nbsp;2004 and August&nbsp;2003 contributed to an overall lift in ARPU despite the net
reduction of 3,500 basic subscribers in the current quarter, which was associated with competitive
activity and the impact of price increases. The popularity of its bundled offerings and its VIP
customer loyalty program has continued, with an additional 37,300 VIP members added so far during
2004, the majority of whom upgraded to more expensive tiers of service, bringing the VIP program
penetration of its basic cable subscriber base to 31.1%. Cable estimates that approximately 1
million customers now subscribe to two or more of Rogers&#146; cable, Internet and wireless services,
and expects this trend to continue as we continue to develop and advertise unique product bundles
and provide for billing of multiple services on a single bill.


<P align="left" style="font-size: 10pt"><I>Internet Revenue</I>



<P align="left" style="font-size: 10pt">
The growth of $14.8&nbsp;million, or 18.1%, in Internet revenue primarily reflects the 19.4%
increase in the number of Internet subscribers. Average revenue per residential Internet
subscriber per month for the three-month period ended September&nbsp;30, 2004 was $36.92, a modest
decrease from $37.60 for the corresponding 2003 period, due to increased discounts as well as to
an increase in the proportion of subscribers to its lower priced entry-level Internet offerings.
Year-over-year, the Internet subscriber base has grown by 143,000, resulting in 39.1% Internet
penetration in its service areas of basic cable households, and 26.9% Internet penetration as a
percentage of homes passed.


<P align="left" style="font-size: 10pt"><I>Video Stores Revenue</I>



<P align="left" style="font-size: 10pt">
The increase of $11.3&nbsp;million, or 17.1%, in Rogers Video stores revenue reflects the
combination of an 11.3% increase in same-store revenues, as well as to an increase in the number
of stores at September&nbsp;30, 2004, to 288 compared to 276 at September&nbsp;30, 2003. (&#147;Same stores&#148; are
stores that were open for a full year in both 2004 and 2003.) The strong Video store sales results
as compared to 2003 are attributable to an increase in the number of popular titles that were
available in the quarter and to higher average revenue per customer visit. At the end of September
2004, many of the Rogers Video stores were integrated stores that offered access to a wide variety
of cable, Internet and Rogers Wireless products and services, in addition to the core DVD and
video rental and sales offerings.


<P align="center" style="font-size: 10pt">13
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<P align="left" style="font-size: 10pt"><I>Cable and Video Stores Operating Expenses</I>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head --><TR valign="bottom">
    <TD width="40%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="11"><B>Three Months Ended September 30,</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="11"><B>Nine Months Ended September 30,</B><HR size="1" noshade></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>(In millions of dollars)</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2004</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2003</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>% Chg</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2004</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2003</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>% Chg</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Cable operating expenses:<SUP>(1)</SUP></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Sales and marketing expenses</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">38.4</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">21.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">82.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">94.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">61.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">53.4</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Operating,
general and
administrative
expenses</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">208.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">197.2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">617.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">580.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6.4</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Total Cable operating expenses</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">246.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">218.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">12.9</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">711.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">641.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">10.9</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Video stores operating expenses</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Cost of sales</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">36.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">29.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">24.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">105.9</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">91.7</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">15.5</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Sales and
marketing expenses</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">29.9</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">28.2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">91.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">85.2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">7.4</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Operating,
general and
administrative
expenses</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4.7</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">42.4</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">13.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">10.2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">28.4</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Total Video stores operating expenses</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">70.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">60.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">16.7</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">210.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">187.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">12.5</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Intercompany eliminations</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(0.9</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(0.8</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(2.4</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(2.5</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Operating expenses</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">316.2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">278.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">13.7</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">919.7</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">826.2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">11.3</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Body --></TABLE>
</DIV>




<P>
<HR size="1" width="18%" align="left" noshade>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top">
    <TD width="1%" nowrap align="right"><SUP>(1)</SUP></TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%"><SUP>As reclassified &#151; see the &#147;New Accounting Standards &#151; Revenue Recognition and Classification&#148; section.</SUP></TD>
</TR>

</TABLE>



<P align="left" style="font-size: 10pt">
Cable sales and marketing expenses increased by $17.3&nbsp;million, or 82.0%, in the three month
period ended September&nbsp;30, 2004 compared to the same period in 2003. The launch of Cable&#146;s new
Rogers Yahoo! Hi-Speed Internet offering was supported with a significant marketing campaign. In
addition, Cable is continuing to invest in awareness of its unique digital cable offerings,
focusing on sports, movies and VOD advantages versus satellite, as well as an increased sales and
distribution presence in retail locations.


<P align="left" style="font-size: 10pt">
The increase of $10.9&nbsp;million, or 5.5%, in Cable operating, general and administrative
expenses in the three months ended September&nbsp;30, 2004 compared to the same period in 2003 relates
to: increased costs of programming associated with the growth in digital cable subscribers and the
cost related to the deployment of digital set-top terminals, which total approximately $5.0
million; increased pension expense of $4.1&nbsp;million; the impact of expensing stock options
beginning in 2004 of $0.9&nbsp;million; certain costs totalling $0.7&nbsp;million which were expensed
relating to the development of its cable telephony offering; and increased costs directly related
to servicing a growing base of Internet subscribers.


<P align="left" style="font-size: 10pt">
The $7.0&nbsp;million increase in cost of sales at the Video stores reflects the higher sales
volumes as well as the increased number of store locations. The growth in store locations, from
276 stores at September&nbsp;30, 2003 to 288 stores at September&nbsp;30, 2004, was the primary driver of
the increase in Video store sales and marketing expenses, which includes the cost of operating the
stores. The modest $1.4&nbsp;million increase in operating, general and administrative expenses for
Video stores reflects increases in costs related to functions such as human resources and
administration.


<P align="left" style="font-size: 10pt"><I>Operating Profit</I>



<P align="left" style="font-size: 10pt">
The modest 2.7% growth in total Cable operating profit reflects the 8.6% revenue growth
partially offset by the 12.9% increase in total Cable operating expenses. The 21.4% increase in
operating profit at the Video stores was due to increased same store revenues, operating
efficiencies and improved margins on the rental and sale of products.


<P align="left" style="font-size: 10pt">
The revenue and expense changes described above resulted in Cable&#146;s operating margin
declining year-over-year to 40.3% in the three months ended September&nbsp;30, 2004, compared to 42.6%
in the corresponding period of 2003. The compression of the Core Cable operating margin resulted
from Cable&#146;s increase in sales and marketing expense as Cable supported the launch of a large
array of new Internet and digital services, the expensing of stock options, increased pension
expense, start-up costs associated with cable telephony and accounting changes related to revenue



<P align="center" style="font-size: 10pt">14
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<P align="left" style="font-size: 10pt">
recognition. Video operating margins increased slightly, to 8.8% in the three-month period
ended September&nbsp;30, 2004 from 8.5% in the corresponding period of the prior year, as described
above.


<P align="left" style="font-size: 10pt"><B>CABLE PROPERTY, PLANT AND EQUIPMENT EXPENDITURES</B>



<P align="left" style="font-size: 10pt">
The nature of the cable television business is such that the construction, rebuild and
expansion of a cable system is highly capital-intensive. Cable categorizes its PP&#038;E expenditures
according to a standardized set of reporting categories that were developed and agreed to by the
U.S. cable television industry and which facilitate comparisons of PP&#038;E expenditures between
different cable companies. Under these industry definitions, Core Cable PP&#038;E expenditures are
classified into the following five categories:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Customer premises equipment (&#147;CPE&#148;), which includes the equipment and
the associated installation costs;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Scaleable infrastructure, which includes non-CPE costs to meet business
growth and to provide service enhancements, including many of the costs to
date of our cable telephony initiative;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Line extensions, which includes network costs to enter new service areas;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Upgrade and rebuild, which includes the costs to modify or replace
existing coaxial cable and fibre optic network electronics; and</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Support capital, which includes the costs associated with the purchase,
replacement or enhancement of non-network assets.</TD>
</TR>

</TABLE>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head --><TR valign="bottom">
    <TD width="40%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="11"><B>Three Months Ended September 30,</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="11"><B>Nine Months Ended September 30,</B><HR size="1" noshade></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>(In millions of dollars)</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2004</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2003</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>% Chg</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2004</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2003</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>% Chg</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Customer premises equipment</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">50.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">50.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0.2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">143.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">128.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">11.9</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Scaleable infrastructure</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">32.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">19.7</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">62.4</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">76.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">44.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">70.8</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Line extensions</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">13.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">13.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">36.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">33.9</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">8.0</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Upgrade and rebuild</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">8.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">29.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(71.4</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">33.4</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">84.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(60.4</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Support capital</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">19.2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">8.7</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">120.7</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">45.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">37.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">20.6</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Core Cable PP&#038;E expenditures</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">123.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">120.7</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">335.9</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">329.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2.0</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Video Stores PP&#038;E expenditures</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3.4</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1.4</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">142.9</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">8.7</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">50.0</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Rogers Cable PP&#038;E expenditures</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">126.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">122.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">344.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">335.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2.8</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Body --></TABLE>
</DIV>



<P align="left" style="font-size: 10pt">
The significant factors driving the 3.6% year-over-year increase in Cable&#146;s PP&#038;E expenditures
were spending on scaleable infrastructure, which increased by $12.3&nbsp;million, of which $15.5
million was related to spending on its cable telephony initiative; and an increase in support
capital of $10.5&nbsp;million. These increases were offset by reduced spending on upgrades and rebuild
of $20.7&nbsp;million. As at September&nbsp;30, 2004, approximately 93.1% of the cable network was upgraded
to 750 MHz or greater, and 85% of the cable network was upgraded to 860 MHz, as compared to
approximately 36% at 860 MHz at September&nbsp;30, 2003.


<P align="left" style="font-size: 10pt"><B>CABLE EMPLOYEES</B>


<P align="left" style="font-size: 10pt">
Cable had approximately 5,690 full-time-equivalent employees (&#147;FTE&#148;) at September&nbsp;30, 2004,
an increase of 220 from 5,470 at December&nbsp;31, 2003. The increase in the FTE levels was spread
across a number of operating areas, including resources dedicated to the cable telephony project.
Cable also relies on employees of RCI in the area of, amongst other things, customer service call


<P align="center" style="font-size: 10pt">15
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt">
centres, for a material amount of services. These employees are not included in the FTE
levels that Cable reports.


<P align="left" style="font-size: 10pt"><B>CABLE NINE MONTHS ENDED SEPTEMBER 30, 2004</B>


<P align="left" style="font-size: 10pt">
Operating revenue grew to $1,437.3&nbsp;million for the nine months ended September&nbsp;30, 2004, an
increase of 9.5% compared to 2003, as a result of consistent quarterly revenue growth. The level
of revenue growth at Cable increased in the third quarter due to rate increases and to the
continued growth in Internet and digital cable subscribers. Video store revenue in the first nine
months of 2004 increased by 13.7% over 2003 due to a combination of the increase in same-store
revenues and the increase in the number of store locations.


<P align="left" style="font-size: 10pt">
Operating expense levels increased by 11.3% in the nine months ended September&nbsp;30, 2004 as
compared to the corresponding period in 2003, largely attributable to increased levels of sales
and marketing spending in Cable supporting the launch of new product and service offerings and to
the growth in Internet and digital cable subscribers.


<P align="left" style="font-size: 10pt">
The combination of growth in revenue and operating expenses resulted in an increase in
operating profit of 6.1% to $488.9&nbsp;million for the nine months ended September&nbsp;30, 2004 as
compared to the corresponding period in 2003.


<P align="left" style="font-size: 10pt"><B>WIRELESS OVERVIEW</B>



<P align="left" style="font-size: 10pt">
Wireless is a leading Canadian wireless communications service provider, serving more than 4.2
million customers at September&nbsp;30, 2004, including over 4.0&nbsp;million wireless voice and data
subscribers and approximately 211,000 one-way messaging (paging)&nbsp;subscribers. Wireless operates
both a Global System for Mobile Communications/General Packet Radio Service (&#147;GSM/GPRS&#148;) network,
with Enhanced Data for GSM Evolution (&#147;EDGE&#148;) technology, and a seamless integrated Time Division
Multiple Access (TDMA)&nbsp;and analog cellular network. The GSM/GPRS/EDGE network provides coverage to
approximately 93% of Canada&#146;s population. Wireless&#146; seamless TDMA and analog network provides
coverage to approximately 85% of the Canadian population in digital mode and approximately 93% of
the population in analog mode. Wireless estimates that its more than 4.0&nbsp;million wireless voice and
data subscribers represent approximately 13% of the Canadian population residing in its coverage
area and approximately 28% of the wireless voice and data subscribers in Canada.


<P align="left" style="font-size: 10pt">
Subscribers to its wireless services have access to these services in the U.S. through its
roaming agreements with various U.S. wireless operators. Wireless&#146; subscribers also have wireless
access internationally in over 140 countries, including throughout Europe, Asia and Latin America,
through roaming agreements with other wireless providers.


<P align="left" style="font-size: 10pt"><B>WIRELESS STRATEGY</B>



<P align="left" style="font-size: 10pt">
Wireless&#146; business strategy is to achieve profitable growth within the Canadian wireless
communications industry. The elements of this strategy are designed to maximize its cash flow and
return on investment. Wireless remains committed to this strategy, and it believes that the
financial and operating results for the three months and nine months ended September&nbsp;30, 2004,
reflect continued progress in line with its stated strategies.


<P align="center" style="font-size: 10pt">16
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt">
To further its investment and scale position in the Canadian wireless communications market,
Wireless and RCI announced two significant structural and strategic developments during the third
quarter of 2004: an agreement for RCI to acquire from AWE its 34% interest in Rogers Wireless and a
bid to acquire 100% ownership of Microcell.


<P align="left" style="font-size: 10pt"><B>SUMMARY WIRELESS FINANCIAL RESULTS</B>


<P align="left" style="font-size: 10pt"><B>For the Third Quarter Ended September&nbsp;30, 2004</B>



<P align="left" style="font-size: 10pt">
For purposes of this discussion, revenue has been classified according to the following
categories:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Postpaid voice and data revenues generated principally from:</TD>
</TR>

</TABLE>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>&#151; Monthly fees;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>&#151; Airtime and long-distance charges;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>&#151; Optional service charges;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>&#151; System access fees; and</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>&#151; Roaming charges.</TD>
</TR>

</TABLE>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Prepaid revenues generated principally from charges for
airtime, long-distance and text messaging;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>One-way messaging (paging)&nbsp;revenues generated from monthly fees and usage charges; and</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">&#149; </TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Equipment revenues generated from the sale of hardware and accessories to independent
dealers, agents and retailers, and directly to new and existing subscribers through direct
fulfillment by its customer service groups, Rogers.com e-business Web site, and telesales.
Equipment revenue includes activation fees. Equipment subsidies and other incentives related to
the activation of new subscribers or the retention of existing subscribers are recorded as a
reduction to equipment revenue.</TD>
</TR>

</TABLE>

<P align="left" style="font-size: 10pt">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Operating expenses are segregated into three categories for assessing business performance:



<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Cost of equipment sales;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Sales and marketing expenses, which represent
costs to acquire new subscribers (other than those
related to equipment), such as advertising, commissions
paid to third parties for new activations, and
remuneration and benefits to sales and marketing
employees, as well as direct overheads related to these
activities;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Operating, general and administrative expenses,
which include all other expenses incurred to operate
the business on a day-to-day basis, including
inter-carrier payments to roaming partners and
long-distance carriers, and the Canadian
Radio-television and Telecommunications Commission
(&#147;CRTC&#148;) contribution levy. As well, it includes costs
to service existing subscriber relationships, including
retention costs (other than those related to
equipment).</TD>
</TR>

</TABLE>

<P align="center" style="font-size: 10pt">17
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt"><I>Summarized Consolidated Financial Results</I>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head --><TR valign="bottom">
    <TD width="40%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="11"><B>Three Months Ended September 30,</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="11"><B>Nine Months Ended September 30,</B><HR size="1" noshade></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>(In millions of dollars)</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2004</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2003</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>% Chg</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2004</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2003</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>% Chg</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Operating revenue<SUP>(1)</SUP></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Postpaid (voice and data)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">604.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">510.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">18.4</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,678.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,408.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">19.2</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:30px; text-indent:-10px">Prepaid</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">25.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">21.2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">17.9</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">75.2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">64.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">17.5</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-10px">One-way messaging</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(11.8</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">18.7</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">21.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(11.4</TD>
    <TD nowrap>)</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:30px; text-indent:-10px">Network revenue</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">635.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">538.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">18.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,772.4</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,493.4</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">18.7</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Equipment revenue</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">85.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">49.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">71.7</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">197.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">124.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">58.3</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Total operating revenue</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">721.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">588.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">22.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,969.9</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,618.2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">21.7</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Operating expenses<SUP>(1)</SUP></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:30px; text-indent:-10px">Cost of equipment sales</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">151.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">94.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">60.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">357.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">252.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">41.9</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-10px">Sales and marketing expenses</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">89.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">85.2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5.2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">266.4</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">250.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6.5</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Operating, general and administrative
expenses</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">210.4</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">186.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">12.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">609.7</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">555.4</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">9.8</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Total operating expenses</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">451.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">366.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">23.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,233.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,057.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">16.7</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Operating profit<SUP>(2)</SUP></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">269.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">222.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">21.2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">736.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">560.7</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">31.3</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">PP&#038;E Expenditures<SUP>(3)</SUP></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">89.9</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">116.4</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(22.8</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">305.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">292.9</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4.4</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Operating profit margin as % of
network revenue<SUP>(4)</SUP></DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">42.4</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">41.3</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">41.5</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">37.5</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Body --></TABLE>
</DIV>




<P>
<HR size="1" width="18%" align="left" noshade>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top">
    <TD width="1%" nowrap align="right">(1)</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">As reclassified &#151; see the &#147;New Accounting Standards &#151; Revenue Recognition&#148; section.</TD>
</TR>

<TR><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD width="1%" nowrap align="right">(2)</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">As defined &#151; see the &#147;Key Performance Indicators and Non-GAAP Measures &#151; Operating Profit&#148; section.</TD>
</TR>

<TR><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD width="1%" nowrap align="right">(3)</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">As defined &#151; see the &#147;Key Performance Indicators and Non-GAAP Measures &#151; Operating Profit&#148; section.</TD>
</TR>

<TR><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD width="1%" nowrap align="right">(4)</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">Calculated by dividing operating profit by network revenue as detailed below:</TD>
</TR>

</TABLE>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head --><TR valign="bottom">
    <TD width="60%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>Three Months Ended September 30,</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>Nine Months Ended September 30,</B><HR size="1" noshade></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>(In millions of dollars)</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2004</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2003</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2004</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2003</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Operating profit</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">269.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">222.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">736.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">560.7</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Divided by network revenue</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">635.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">538.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,772.4</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,493.4</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Operating profit margin</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">42.4</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">41.3</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">41.5</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">37.5</TD>
    <TD nowrap>%</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Body --></TABLE>
</DIV>



<P align="center" style="font-size: 10pt">18
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt"><I>Wireless Network Revenue and Subscribers</I>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head --><TR valign="bottom">
    <TD width="36%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="15"><B>Three Months Ended September 30, 2004</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="15"><B>Nine Months Ended September 30, 2004</B><HR size="1" noshade></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>(Subscriber statistics in thousands,</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>&nbsp;</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>&nbsp;</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>&nbsp;</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>&nbsp;</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>&nbsp;</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>&nbsp;</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>&nbsp;</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>&nbsp;</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>except ARPU, churn and usage)</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2004</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2003</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Chg</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>% Chg</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2004</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2003</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Chg</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>% Chg</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><B>Postpaid (Voice and Data)</B></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Gross additions</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">268.2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">252.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">15.9</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">764.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">683.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">81.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">11.9</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Net additions</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">88.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">97.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(8.3</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(8.5</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">260.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">234.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">26.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">11.2</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Total
subscribers</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3,289.9</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,863.4</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">426.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">14.9</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">ARPU ($)
<SUP>(1)</SUP></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">62.18</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">60.56</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1.62</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2.7</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">59.10</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">57.27</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1.83</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3.2</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Average
monthly usage
(minutes)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">397</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">374</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">23</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">388</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">360</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">28</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">7.8</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Churn (%)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1.85</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1.85</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1.78</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1.84</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(0.06</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(3.3</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><B>Prepaid</B></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Gross additions</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">73.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">73.4</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(0.3</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(0.4</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">192.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">190.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1.2</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Net additions
(losses)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">8.7</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">18.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(9.4</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(51.9</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(26.4</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(4.4</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(22.0</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Adjustment to
subscriber base
<SUP>(2)</SUP></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(20.9</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">20.9</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Total
subscribers</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">733.4</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">753.4</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(20.0</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(2.7</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:30px; text-indent:-10px">ARPU ($)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">11.45</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">9.46</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1.99</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">21.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">11.37</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">9.40</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1.97</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">21.0</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Churn (%)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2.96</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2.48</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0.48</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">19.4</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3.31</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2.85</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0.46</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">16.1</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><B>Total &#151; Postpaid and Prepaid</B></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Gross additions</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">341.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">325.7</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">15.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">956.4</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">873.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">83.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">9.5</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Net additions</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">97.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">115.2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(17.7</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(15.4</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">233.9</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">229.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1.9</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Adjustment to subscriber base<SUP>(2)</SUP></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(20.9</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">20.9</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Total
subscribers</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4,023.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3,616.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">406.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">11.2</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">ARPU (blended)
($) <SUP>(1)</SUP></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">52.88</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">49.85</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3.03</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">50.09</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">46.89</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3.20</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6.8</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><B>One-Way Messaging</B></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Gross additions</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">7.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">8.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(0.7</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(8.4</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">23.4</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">33.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(10.1</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(30.1</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:30px; text-indent:-10px">Net losses</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(10.7</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(14.8</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(30.7</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(43.9</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">13.2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Total subscribers</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">210.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">258.4</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(47.8</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(18.5</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:30px; text-indent:-10px">ARPU ($)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">9.19</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">8.58</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0.61</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">7.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">9.15</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">8.36</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0.79</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">9.4</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Churn (%)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2.77</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2.89</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(0.12</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(4.2</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2.63</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3.04</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(0.41</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(13.5</TD>
    <TD nowrap>)</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Body --></TABLE>
</DIV>




<P>
<HR size="1" width="18%" align="left" noshade>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top">
    <TD width="1%" nowrap align="right"><SUP>(1)</SUP></TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%"><SUP>As reclassified &#151; see the &#147;New Accounting Standards &#151; Revenue Recognition&#148; section.</SUP></TD>
</TR>

<TR><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD width="1%" nowrap align="right"><SUP>(2)</SUP></TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%"><SUP>Wireless&#146; policy is to treat prepaid subscribers with no usage for a six month period as
a reduction of the prepaid subscriber base. In 2003, as part of a review of prepaid
subscriber usage, it determined that a number of subscribers who only had non-revenue usage
(e.g. calls to customer service) were being included in the prepaid subscriber base. Wireless
determined that these subscribers should not have been included in the prepaid subscriber
base and, as such, made an adjustment to the second quarter of 2003 opening prepaid
subscriber base.</SUP></TD>
</TR>

</TABLE>



<P align="left" style="font-size: 10pt"><I>Wireless Network Revenue</I>



<P align="left" style="font-size: 10pt">
Network revenue of $635.6&nbsp;million accounted for 88.1% of Wireless&#146; total revenues in the three
months ended September&nbsp;30, 2004, an increase of 18.0% from the corresponding period in 2003. This
growth reflects the 11.2% increase in the number of wireless voice and data subscribers from
September&nbsp;30, 2003 combined with a 6.1% year-over-year increase in blended postpaid and prepaid
ARPU.


<P align="left" style="font-size: 10pt">
Postpaid voice and data gross subscriber additions in the three months ended September&nbsp;30,
2004 represented 78.6% of total gross activations and 91.1% of its total net additions. Wireless
has continued our strategy of targeting higher-value postpaid subscribers and selling prepaid
handsets at higher price points, which has contributed to the significantly heavier mix of postpaid
versus prepaid subscribers.


<P align="left" style="font-size: 10pt">
The 2.7% year-over-year increase in average monthly revenue per postpaid voice and data
subscriber in the quarter ended September&nbsp;30, 2004 reflects the continued growth of wireless data
and roaming revenues and an increase in the penetration of optional services. With the continued
increase in the portion of its customer base using GSM handsets, it has experienced significant
increases in roaming revenues from our subscribers travelling outside of Canada, as


<P align="center" style="font-size: 10pt">19
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt">
well as strong growth in roaming revenues from visitors to Canada utilizing our network. The
90.1% growth in data revenues, from $19.1&nbsp;million for the three months ended September&nbsp;30, 2003 to
$36.3&nbsp;million for the three months ended September&nbsp;30, 2004, represented approximately 90.7% of the
$1.62 increase in postpaid ARPU.


<P align="left" style="font-size: 10pt">
Prepaid ARPU increased to $11.45 in the third quarter of 2004, compared to $9.46 in 2003, as a
result of changes to prices introduced in 2003 together with higher usage per subscriber. The
higher prepaid ARPU also reflects increased use of text messaging by prepaid subscribers.


<P align="left" style="font-size: 10pt">
Wireless&#146; postpaid voice and data subscriber churn rate of 1.85% in the three months ended
September&nbsp;30, 2004 was unchanged from the third quarter of 2003 and reflects its continued
utilization of longer term customer contracts and focused subscriber retention efforts. During the
third quarter, it continued to experience increased levels of customers being deactivated for
non-payment. As a result, Wireless has implemented more restrictive credit requirements early in
the fourth quarter. The increase in prepaid churn to 2.96% from 2.48% in the prior year period
reflects the minimal sales and marketing resources applied to its prepaid offerings given its
postpaid focus, combined with highly competitive prepaid offerings in the market.


<P align="left" style="font-size: 10pt">
One-way messaging (paging)&nbsp;subscriber churn has declined year-over-year to 2.77%, while
one-way messaging ARPU has increased by 7.1%, reflecting pricing changes implemented in earlier
periods. With 210,600 paging subscribers, Wireless continues to view paging as a profitable but
mature business segment, and recognizes that churn will likely continue at relatively high rates as
one-way messaging subscribers increasingly migrate to two-way messaging and converged voice and
data services.


<P align="left" style="font-size: 10pt"><I>Wireless Equipment Revenue</I>



<P align="left" style="font-size: 10pt">
In the three months ended September&nbsp;30, 2004, revenue from wireless voice, data and messaging
equipment sales, including activation fees and net of equipment subsidies, was $85.5&nbsp;million, up
$35.7&nbsp;million, or 71.7%, from the corresponding period in 2003. This significant increase in
equipment revenue reflects the higher volume of handset upgrades associated with its retention
programs, combined with the generally higher price points of more sophisticated handsets and
devices and the higher volume of postpaid voice and data subscriber gross additions.


<P align="left" style="font-size: 10pt"><I>Wireless Operating Expenses</I>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head --><TR valign="bottom">
    <TD width="36%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="15"><B>Three Months Ended September 30,</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="15"><B>Nine Months Ended September 30,</B><HR size="1" noshade></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>(In millions of dollars, except</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>&nbsp;</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>&nbsp;</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>&nbsp;</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>&nbsp;</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>&nbsp;</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>&nbsp;</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>&nbsp;</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>&nbsp;</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>per subscriber statistics)</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2004</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2003</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Chg</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>% Chg</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2004</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2003</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Chg</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>% Chg</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Operating expenses<SUP>(1)</SUP></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Cost of equipment
sales</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">151.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">94.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">57.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">60.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">357.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">252.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">105.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">41.9</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Sales and marketing
expenses</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">89.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">85.2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4.4</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5.2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">266.4</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">250.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">16.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6.5</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Operating, general
and administrative
expenses</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">210.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">186.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">23.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">12.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">609.7</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">555.4</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">54.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">9.8</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Total operating expenses</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">451.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">366.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">85.2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">23.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,233.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,057.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">176.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">16.7</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Average monthly operating
expense per subscriber before sales
and marketing expenses <SUP>(1)</SUP></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">19.59</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">17.69</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1.90</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">10.7</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">18.47</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">17.68</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">0.79</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4.5</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Sales and marketing costs per gross
subscriber addition <SUP>(1)</SUP></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">344</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">340</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">4</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1.2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">359</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">367</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">$</TD>
    <TD align="right">(8</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(2.2</TD>
    <TD nowrap>)</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Body --></TABLE>
</DIV>




<P>
<HR size="1" width="18%" align="left" noshade>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top">
    <TD width="1%" nowrap align="right">(1)</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">As reclassified &#151; see the &#147;New Accounting Standards &#151; Revenue Recognition&#148; section.</TD>
</TR>

</TABLE>



<P align="center" style="font-size: 10pt">20
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt">
The $57.0&nbsp;million increase in the cost of equipment sales reflects the significantly increased
handset upgrade activity associated with our retention programs and increased activations of new
subscribers. Both the new subscriber acquisition and subscriber retention programs were influenced
by the trend to higher-priced feature-rich colour phones and data devices.


<P align="left" style="font-size: 10pt">
The 5.2% year-over-year increase in total sales and marketing expenses in the three months
ended September&nbsp;30, 2004, as compared to the corresponding period in 2003, primarily reflects the
higher variable acquisition costs associated with the 6.3% year-over-year increase in the number of
postpaid voice and data gross additions. Variable sales and marketing expenses increased in line
with our strategy of offering customers incentives to enter into multi-year service contracts. In
the third quarter of 2004, Wireless introduced three year contracts for its postpaid customers and
it was able to drive 67.0% of its postpaid gross additions in the current quarter to this new
contract term. Fixed sales and marketing costs, such as advertising and overhead costs, increased
modestly in the three months ended September&nbsp;30, 2004, as compared to the prior year quarter,
largely due to increased advertising costs. These factors resulted in the 1.2% increase in our
sales and marketing costs per gross addition to $344.


<P align="left" style="font-size: 10pt">
The year-over-year increase in operating, general and administrative expenses of $23.8
million, or 12.8%, as compared to the corresponding period in 2003, is primarily attributable to
higher credit and collection costs, increases in retention spending and growth in network operating
expenses reflective of the growth in our customer base, offset by savings related to more
favourable roaming arrangements and operating efficiencies across various functions. Retention
spending includes the cost of customer loyalty and renewal programs, as well as residual payments
to agents and distributors for ongoing service for certain existing customers.


<P align="left" style="font-size: 10pt">
The year-over-year increase in average monthly operating expense per subscriber, excluding
sales and marketing expenses, to $19.59 in the third quarter of 2004 reflects Wireless&#146; increased
spending on handset upgrades associated with targeted retention programs and the impact of
increases in operating, general and administrative expenses. Total retention spending (including
subsidies on handset upgrades) increased to $58.9&nbsp;million in the third quarter of 2004 as compared
to $36.7&nbsp;million in the corresponding period in 2003. Retention spending, both on an absolute and
per subscriber basis, is expected to continue to grow as wireless market penetration in Canada
deepens.


<P align="left" style="font-size: 10pt"><I>Wireless Operating Profit</I>



<P align="left" style="font-size: 10pt">
Operating profit grew by $46.2&nbsp;million, or 21.2%, to $269.5&nbsp;million in the three months ended
September&nbsp;30, 2004, from $222.3&nbsp;million in the third quarter of 2003. Quarterly operating profit as
a percentage of network revenue, or operating profit margin, increased to 42.4% from 41.3% in the
third quarter of 2003 due to the strength of network revenue growth.


<P align="left" style="font-size: 10pt"><B>WIRELESS PROPERTY, PLANT AND EQUIPMENT EXPENDITURES</B>



<P align="left" style="font-size: 10pt">
PP&#038;E expenditures totalled $89.9&nbsp;million for the three months ended September&nbsp;30, 2004, a
decrease of $26.5&nbsp;million, or 22.8%, from $116.4&nbsp;million in the corresponding period in 2003.
Network-related PP&#038;E expenditures were $70.0&nbsp;million compared to $94.9&nbsp;million in the prior year,
and included $27.5&nbsp;million for capacity expansion of the GSM/GPRS network and transmission,
compared to $39.6&nbsp;million in the third quarter of 2003. The remaining balance of $42.5&nbsp;million in
network-related PP&#038;E expenditures related primarily to technical upgrade projects, including new
cell sites, operational support systems and the addition of new services.


<P align="center" style="font-size: 10pt">21
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt">
Other PP&#038;E expenditures consisted of $16.0&nbsp;million for information technology initiatives, and
$3.9&nbsp;million for call centres and other facilities and equipment.


<P align="left" style="font-size: 10pt"><B>WIRELESS EMPLOYEES</B>



<P align="left" style="font-size: 10pt">
Wireless had approximately 2,567 full-time-equivalent employees (&#147;FTE&#148;) at September&nbsp;30, 2004,
an increase of 203 from 2,364 at December&nbsp;31, 2003. The increase in the FTE levels was primarily in
the areas of credit and collections, network operations and information technology. Wireless also
relies on employees of RCI in the area of, amongst other things, customer service call centres, for
a material amount of services. These employees are not included in FTE levels that Wireless
reports.


<P align="left" style="font-size: 10pt"><B>WIRELESS NINE MONTHS ENDED SEPTEMBER 30, 2004</B>



<P align="left" style="font-size: 10pt">
The year-over-year revenue trends experienced in the first half of the year continued, with
network revenue increasing by 18.7% to $1,772.4&nbsp;million for the nine months ended September&nbsp;30,
2004. The revenue growth was driven by the increase in the postpaid subscriber base and by the
year-over-year increase in postpaid (voice and data) ARPU, which was up 3.2% to $59.10.


<P align="left" style="font-size: 10pt">
Operating expenses for the nine months ended September&nbsp;30, 2004 increased by 16.5% to $1,242.4
million as compared to $1,066.0&nbsp;million in the corresponding period of 2003. Operating expenses
were modestly higher in the third quarter of 2004 as compared to the first and second quarters, due
to higher costs of equipment sales attributable to volume increases in sales and retention,
increased sales and marketing costs as a result of increased levels of gross additions, and higher
operating, general and administrative expenses related to increased levels of retention and
collection costs.


<P align="left" style="font-size: 10pt"><B>MEDIA OVERVIEW</B>


<P align="left" style="font-size: 10pt">
Rogers Media holds Rogers radio and television broadcasting operations, its consumer and trade
publishing operations, and its televised home shopping service. Within Media, the Broadcasting
group (&#147;Broadcasting&#148;) includes our 43 radio stations (&#147;Radio&#148;) across Canada (33 FM and 10 AM
radio stations), two multicultural television stations in Ontario (OMNI.1 and OMNI.2), an 80%
interest in a sports specialty service licenced to provide regional sports programming across
Canada (&#147;Rogers Sportsnet&#148;), and Canada&#146;s only nationally televised shopping service (&#147;The Shopping
Channel&#148;). Broadcasting holds minority interests in several Canadian specialty television services,
including Viewers Choice Canada, Outdoor Life Network (OLN), Tech TV Canada, The Biography Channel
Canada, and certain other minority interest investments. In addition, effective January&nbsp;2, 2004,
Broadcasting entered into a partnership with CTV Specialty Television Inc. (&#147;CTV&#148;) in which 50% of
CTV&#146;s mobile production and distribution business was acquired for $21.3&nbsp;million, including working
capital adjustments and net of cash acquired. Our interest in this partnership, &#147;Dome Productions&#148;,
is proportionately consolidated with the results of the Television group (&#147;Television&#148;). The
Publishing group (&#147;Publishing&#148;) publishes approximately 70 consumer, trade, and professional
publications. In addition to its traditional broadcast and print media platforms, the Media group
also delivers content over the Internet relating to many of the individual broadcasting and


<P align="center" style="font-size: 10pt">22
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt">
publishing properties, and has a Web-commerce distribution channel associated with The
Shopping Channel.


<P align="left" style="font-size: 10pt"><B>MEDIA STRATEGY</B>


<P align="left" style="font-size: 10pt">
Media seeks to maximize revenues, operating income and return on invested capital across each
of its businesses through leveraging our brands, exploiting our ability to sell targeted media and
cross-promoting our properties. Media remains committed to this strategy and believes that the
financial and operating results for the third quarter of 2004 reflect continued progress.


<P align="left" style="font-size: 10pt"><I>Summarized Media Financial Results</I>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head --><TR valign="bottom">
    <TD width="40%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="11"><B>Three Months Ended September 30,</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="11"><B>Nine Months Ended September 30,</B><HR size="1" noshade></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>(In millions of dollars)</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2004</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2003</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>% Chg</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2004</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2003</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>% Chg</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Operating revenue</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Publishing</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">65.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">62.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">205.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">208.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(1.3</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:30px; text-indent:-10px">Radio</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">46.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">41.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">12.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">144.7</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">124.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">16.2</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Television</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">44.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">42.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">146.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">128.2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">13.9</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">The Shopping
Channel</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">53.7</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">48.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">10.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">165.9</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">151.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">9.8</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Corporate
items, eliminations
and other</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(2.7</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(0.5</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(8.5</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(0.8</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Total operating revenue</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">206.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">194.7</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6.2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">653.4</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">611.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6.9</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Operating expenses</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Cost of sales</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">33.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">30.4</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">8.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">102.7</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">95.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">8.1</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Sales and
marketing</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">43.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">41.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">135.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">125.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">8.2</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Operating,
general and
administrative</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">106.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">102.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">345.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">326.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5.8</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Total operating expenses</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">182.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">173.7</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5.2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">584.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">547.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6.8</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Operating profit<SUP>(1)</SUP></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Publishing</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">12.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">16.2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(21.0</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:30px; text-indent:-10px">Radio</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">12.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">8.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">50.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">35.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">24.7</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">42.1</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Television</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">7.9</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">8.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(1.3</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">19.7</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">18.7</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5.3</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">The Shopping
Channel</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4.7</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">30.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">14.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">11.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">32.7</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Corporate
items, eliminations
and other</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(4.0</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(1.7</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(12.9</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(6.5</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Total operating profit<SUP>(1)</SUP></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">24.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">21.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">14.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">69.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">64.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">8.1</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Operating profit margin<SUP>(2)</SUP></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Publishing</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">4.0</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">4.1</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">6.2</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">7.8</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Radio</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">27.4</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">20.3</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">24.3</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">19.8</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Television</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">18.0</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">19.0</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">13.5</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">14.6</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">The Shopping
Channel</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">8.8</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">7.4</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">8.8</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">7.3</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">11.6</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">10.8</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">10.6</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">10.5</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Additions to property, plant and equipment</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(34.4</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">15.9</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">27.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(42.4</TD>
    <TD nowrap>)</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Body --></TABLE>
</DIV>




<P>
<HR size="1" width="18%" align="left" noshade>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top">
    <TD width="1%" nowrap align="right"><SUP>(1)</SUP></TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%"><SUP>As defined &#151; see the &#147;Key Performance Indicators Non-GAAP Measures &#151; Operating Profit&#148; section.</SUP></TD>
</TR>

<TR><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD width="1%" nowrap align="right"><SUP>(2)</SUP></TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%"><SUP>As defined &#151; see the &#147;Key Performance Indicators Non-GAAP Measures &#151; Operating Profit Margin&#148; section. Refer to table below for details of calculation.</SUP></TD>
</TR>

</TABLE>



<P align="center" style="font-size: 10pt">23
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head --><TR valign="bottom">
    <TD width="60%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>Three Months Ended September 30,</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>Nine Months Ended September 30,</B><HR size="1" noshade></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>(In millions of dollars)</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2004</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2003</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2004</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2003</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Publishing</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Operating profit</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">2.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">2.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">12.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">16.2</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Divided by revenue</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">65.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">62.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">205.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">208.1</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Total Publishing operating profit margin</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">4.0</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">4.1</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">6.2</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">7.8</TD>
    <TD nowrap>%</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Radio</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Operating profit</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">12.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">8.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">35.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">24.7</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Divided by revenue</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">46.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">41.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">144.7</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">124.5</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Total Radio operating profit margin</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">27.4</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">20.3</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">24.3</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">19.8</TD>
    <TD nowrap>%</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Television</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Operating profit</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">7.9</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">8.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">19.7</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">18.7</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Divided by revenue</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">44.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">42.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">146.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">128.2</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Total Television operating profit margin</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">18.0</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">19.0</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">13.5</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">14.6</TD>
    <TD nowrap>%</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">The Shopping Channel</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Operating profit</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">4.7</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">3.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">14.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">11.0</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Divided by revenue</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">53.7</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">48.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">165.9</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">151.1</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Total Shopping Channel operating profit margin</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">8.8</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">7.4</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">8.8</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">7.3</TD>
    <TD nowrap>%</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Total Media</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Operating profit</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">24.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">21.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">69.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">64.1</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Divided by revenue</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">206.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">194.7</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">653.4</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">611.1</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Total Media operating profit margin</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">11.6</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">10.8</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">10.6</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">10.5</TD>
    <TD nowrap>%</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Body --></TABLE>
</DIV>



<P align="left" style="font-size: 10pt"><I>Media Revenue Overview</I>


<P align="left" style="font-size: 10pt">
Media&#146;s revenue of $206.8&nbsp;million in the three months ended September&nbsp;30, 2004 represented an
increase of $12.1&nbsp;million, or 6.2%, from $194.7&nbsp;million in the corresponding period of 2003. The
Media revenue growth was led by Radio, which increased 12.0%, and The Shopping Channel, which grew
10.5%, as well as modest growth at Publishing and the contribution from the acquisition of our 50%
interest in Dome Productions. This growth was partially offset by declines at our Sportsnet and
OMNI television properties. Further details with respect to each group are provided below.


<P align="left" style="font-size: 10pt"><I>Media Operating Expenses</I>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head --><TR valign="bottom">
    <TD width="40%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="11"><B>Three Months Ended September 30,</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="11"><B>Nine Months Ended September 30,</B><HR size="1" noshade></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>(In millions of dollars)</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2004</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2003</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>% Chg</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2004</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2003</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>% Chg</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Publishing</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Sales and marketing</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">17.7</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">17.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">54.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">53.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0.4</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Operating, general
and administrative</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">44.7</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">43.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3.7</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">138.4</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">138.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0.2</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Total Publishing</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">62.4</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">60.2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3.7</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">192.4</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">191.9</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0.3</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Radio</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Sales and marketing</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">13.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">12.9</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">44.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">37.9</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">16.4</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Operating, general
and administrative</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">20.7</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">20.4</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">65.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">61.9</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5.8</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Total Radio</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">34.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">33.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">109.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">99.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">9.8</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Television</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Sales and marketing</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">10.2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">9.4</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">8.5</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Operating, general
and administrative</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">33.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">31.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">116.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">100.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">16.2</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Total Television</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">36.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">34.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6.2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">126.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">109.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">15.5</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">The Shopping Channel</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Cost of sales</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">33.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">30.4</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">8.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">102.7</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">95.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">8.1</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Sales and marketing</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">9.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">8.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">16.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">27.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">24.4</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">12.7</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Operating, general
and administrative</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6.7</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">21.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">20.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1.4</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Total Shopping Channel</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">49.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">45.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">8.9</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">151.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">140.2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">7.9</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Corporate items, eliminations and other</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1.2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(23.2</TD>
    <TD nowrap>)</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Total operating expenses</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">182.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">173.7</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5.2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">584.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">547.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6.8</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

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<P align="left" style="font-size: 10pt">
Total Media operating expenses for the three months ended September&nbsp;30, 2004 were $182.8
million, up $9.1&nbsp;million, or 5.2%, over the corresponding period in 2003, as discussed in detail
below.


<P align="left" style="font-size: 10pt">
Total operating profit in the three months ended September&nbsp;30, 2004 was $24.0&nbsp;million, a
year-over-year increase of $3.0&nbsp;million, or 14.3%, compared to the corresponding period in 2003.
Further details with respect to each group are provided below.


<P align="left" style="font-size: 10pt"><I>Publishing</I>



<P align="left" style="font-size: 10pt">
Publishing experienced revenue growth of $2.2&nbsp;million in the three months ended September&nbsp;30,
2004 as compared to the corresponding period in 2003. The increase in revenue was due largely to
the launch of LouLou Magazine in August&nbsp;2004 combined with continued strength in the Womens&#146;
Publications group. These increases in revenue were offset by a $2.2&nbsp;million increase in operating
expenses, primarily reflecting start-up costs associated with the launch of LouLou resulting in
flat year-over-year operating profit for the quarter ended September&nbsp;30, 2004. Also in the quarter,
Publishing closed its Physicians&#146; Financial News publication.


<P align="left" style="font-size: 10pt"><I>Radio</I>



<P align="left" style="font-size: 10pt">
The $5.0&nbsp;million year-over-year increase in Radio&#146;s quarterly revenues reflects the success of
the Jack-FM format in several of our markets as well as strong results at 680 News in Toronto.
Operating expenses at Radio increased $0.7&nbsp;million, or 2.1%, due to additional variable costs
associated with the growth in Radio&#146;s revenue. The growth in revenues, offset slightly by the
increase in operating expenses, led to $4.3&nbsp;million, or 50.6%, quarterly operating profit growth at
Radio to $12.8&nbsp;million.


<P align="left" style="font-size: 10pt"><I>Television</I>



<P align="left" style="font-size: 10pt">
Television operations include the results of OMNI.1, OMNI.2, Rogers Sportsnet and our 50%
interest in Dome Productions. The $2.0&nbsp;million increase in Television&#146;s revenues in the three
months ended September&nbsp;30, 2004 arose from the 50% interest in Dome Productions acquired during
2004, as Television, in general, experienced softness with respect to national advertising sales at
both our Sportsnet and OMNI properties. Television&#146;s operating expenses increased by $2.1&nbsp;million
as the result of the acquisition of Dome Productions as well as increased programming costs at
OMNI. As a result of the modest growth in revenues and the increase in operating costs,
Television&#146;s operating profit decreased by $0.1&nbsp;million in the current quarter compared to the
corresponding period in 2003. With the current NHL player lockout, Sportsnet is facing the
likelihood of reduced advertising revenue due to NHL hockey games that will not be played. However,
this revenue loss will be offset by a reduction in programming and production costs from not
producing the games. If there is a relatively timely resolution of the NHL labour dispute,
advertising revenue for the games will likely be slow to return, but programming and production
costs would begin to be incurred immediately.


<P align="left" style="font-size: 10pt"><I>The Shopping Channel</I>



<P align="left" style="font-size: 10pt">
The Shopping Channel&#146;s revenue growth of 10.5% reflects a generally improved retail climate in
the current quarter relative to the prior year quarter, which reflected the negative impact of the
SARS outbreak and the black-out. During the quarter, the Shopping Channel&#146;s off-air sales, which
includes catalogue, Internet, and physical store sales, increased to 27.5% of revenue compared to
26.0% in the third quarter of 2003. Strong sales of selected product categories (including fashion
jewellery and health and beauty products), reduced product return


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<P align="left" style="font-size: 10pt">
rates, operating efficiencies at our national distribution centre and favourable exchange
rates, combined to drive a 140 basis point increase in operating profit margins and a 30.6%
increase in operating profit to $4.7&nbsp;million.


<P align="left" style="font-size: 10pt"><B>MEDIA PP&#038;E EXPENDITURES</B>



<P align="left" style="font-size: 10pt">
Total Media PP&#038;E expenditures for the three months ended September&nbsp;30, 2004 were $4.0&nbsp;million,
compared to $6.1&nbsp;million for the corresponding quarter in 2003. The decline in the current quarter
expenditures primarily reflects expenditures associated with the construction of a new national
distribution centre for The Shopping Channel in 2003.


<P align="left" style="font-size: 10pt"><B>MEDIA EMPLOYEES</B>



<P align="left" style="font-size: 10pt">
At September&nbsp;30, 2004, Media had 3,080 FTEs, an increase of 60 from 3,020 FTEs at December&nbsp;31,
2003. The increase primarily relates to the launch of LouLou and increases in sales and marketing
staff.


<P align="left" style="font-size: 10pt"><B>MEDIA NINE MONTHS ENDED SEPTEMBER 30, 2004</B>



<P align="left" style="font-size: 10pt">
Operating revenue increased by $42.3&nbsp;million, or 6.9%, for the nine months ended September&nbsp;30,
2004 as compared to the corresponding period in 2003. The growth was driven primarily by increases
at Radio of $20.2&nbsp;million, The Shopping Channel of $14.8&nbsp;million, and Dome Productions of $18.5
million, of which we acquired a 50% interest during 2004. These were partially offset by declines
at our Publishing and OMNI television properties.


<P align="left" style="font-size: 10pt">
Operating expenses increased by $37.1&nbsp;million for the nine months ended September&nbsp;30, 2004 as
compared to the corresponding period in 2003, due to increased programming costs at Radio and
Television as well as higher sales and marketing costs. As a result, total operating profit was
$69.3&nbsp;million in the nine months ended September&nbsp;30, 2004, a year-over-year increase of $5.2
million, or 8.1%, compared to the corresponding period in 2003.


<P align="left" style="font-size: 10pt"><B>BLUE JAYS OPERATING AND FINANCIAL RESULTS</B>


<P align="left" style="font-size: 10pt">
Effective July&nbsp;31, 2004, due to the redemption of the Class&nbsp;A preferred voting shares as more
fully described below, we began to consolidate the Blue Jays. As a result, only one month of the
Blue Jays&#146; equity loss is included in losses from investments accounted for by the equity method,
and the remaining two months are consolidated with our operations.


<P align="left" style="font-size: 10pt">
The requirement to consolidate the Blue Jays resulted from the redemption and cancellation by
Blue Jays Holdco Inc. (&#147;Blue Jays Holdco&#148;) of all of the outstanding preferred voting securities
held by RTL. Refer to the New Accounting Standards for significant accounting policies related to
the Blue Jays.


<P align="left" style="font-size: 10pt">
During the two months ended September&nbsp;30, 2004, the Blue Jays generated revenue of $42.1
million primarily related to baseball revenue, which comprises home game and concession revenue,
and revenue generated from Major League Baseball&#146;s revenue sharing agreement whereby funds are
distributed to and from clubs based on the clubs&#146; respective revenues.


<P align="left" style="font-size: 10pt">
Operating expenses for the two months ended September&nbsp;30, 2004 were $51.2&nbsp;million, which
consist primarily of player salaries, team costs, scouting and stadium operations. During the
quarter, the Blue Jays took a non-cash write off of $15.2&nbsp;million relating to deferred receivables


<P align="center" style="font-size: 10pt">26
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<P align="left" style="font-size: 10pt">
which were considered uncollectible. As such, an operating loss of $9.1&nbsp;million was recognized
for the two months ended September&nbsp;30, 2004.


<P align="left" style="font-size: 10pt">
On a cash basis, for the quarter ended September&nbsp;30, 2004, we advanced the Blue Jays $7.8
million compared to $22.2&nbsp;million in the third quarter of 2003.


<P align="left" style="font-size: 10pt"><B>CONSOLIDATED LIQUIDITY AND CAPITAL RESOURCES</B>


<P align="left" style="font-size: 10pt"><I>Operations</I>



<P align="left" style="font-size: 10pt">
Cash flows from operating activities before changes in non-cash working capital items for the
three months ended September&nbsp;30, 2004 increased by $67.6&nbsp;million to $345.2&nbsp;million, up from $277.6
million in the third quarter of 2003, reflecting the increase in operating profit of $55.8&nbsp;million.


<P align="left" style="font-size: 10pt">
Taking into account the changes in non-cash working capital items for the three months ended
September&nbsp;30, 2004, cash generated from operations decreased by $4.5&nbsp;million to $356.7&nbsp;million,
compared to $361.2&nbsp;million in the corresponding quarter of 2003.


<P align="left" style="font-size: 10pt">
Cash flow from operations of $356.7&nbsp;million, together with the following items, resulted in
total net funds of $361.5&nbsp;million raised in the three months ended September&nbsp;30, 2004:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>$3.3&nbsp;million from the issuance of Class&nbsp;B Non-Voting shares
under employee share purchase plans and the exercise of employee
stock options; and</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>proceeds on the sale of investments of $1.5&nbsp;million.</TD>
</TR>

</TABLE>

<P align="left" style="font-size: 10pt">
Net funds used during the three months ended September&nbsp;30, 2004 totalled approximately $348.3
million, the details of which include:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>net PP&#038;E expenditures of $186.7&nbsp;million;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>net repayments of bank credit facilities of $105.5&nbsp;million;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>redemption of Blue Jays Holdco Class&nbsp;A Preferred Shares held by RTL for $30.0&nbsp;million;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>payment of dividends of $11.7&nbsp;million on Class&nbsp;B Non-Voting shares and Class&nbsp;A Voting shares;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>distributions on Convertible Preferred Securities of $8.3&nbsp;million;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>other investments aggregating $5.1&nbsp;million, including $2.0&nbsp;million for advances in July to
the Blue Jays; and</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>net reduction of $1.0&nbsp;million of capital leases and mortgages and other debt.</TD>
</TR>

</TABLE>

<P align="left" style="font-size: 10pt">
As a result of the above, our cash and cash equivalents increased in the third quarter by
$13.2&nbsp;million which, together with the opening cash balance of $203.7&nbsp;million, resulted in a
closing cash balance of $217.0&nbsp;million.


<P align="left" style="font-size: 10pt"><I>Financing</I>



<P align="left" style="font-size: 10pt">
Our long-term financial instruments as at December&nbsp;31, 2003 are described in Note 10 to the
2003 Annual Consolidated Financial Statements.


<P align="center" style="font-size: 10pt">27
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<P align="left" style="font-size: 10pt">
During the nine-month period ending September&nbsp;30, 2004, the following financings and
redemptions were completed:


<P align="left" style="font-size: 10pt">
In January, 2004, Cable established a dividend/distribution policy to distribute $6.0&nbsp;million
per month to RCI on a recurring basis, starting in January&nbsp;2004. During the three months and nine
months ended September&nbsp;30, 2004, Cable distributed $18.0 and $54.0&nbsp;million, respectively, to RCI.


<P align="left" style="font-size: 10pt">
On February&nbsp;20, 2004, Wireless completed the private placement of US$750.0&nbsp;million 6.375%
Senior Secured Notes due 2014, and on March&nbsp;26, 2004 used approximately US$734.7&nbsp;million of the
proceeds to redeem US$196.1&nbsp;million 8.30% Senior Secured Notes due 2007, US$179.1&nbsp;million 8.80%
Senior Subordinated Notes due 2007, and US$333.2&nbsp;million 9.375% Senior Secured Debentures due 2008.
Also on February&nbsp;20, 2004, Wireless unwound an aggregate of US$333.2&nbsp;million notional amount of
cross-currency interest rate exchange agreements for net cash proceeds of $58.4&nbsp;million. In
February, Wireless also entered into US$750&nbsp;million notional amount of new cross-currency interest
rate exchange agreements.


<P align="left" style="font-size: 10pt">
As a result of these transactions, Wireless recorded a loss on repayment of $2.3&nbsp;million,
which included redemption premiums of $34.7&nbsp;million and the write-off of deferred financing costs
of $7.8&nbsp;million, offset by a $40.2&nbsp;million gain on the release of the deferred transitional gain
related to the cross-currency interest rate exchange agreements that were unwound during the first
quarter. The cross-currency interest exchange agreement were previously treated as effective hedges
for accounting purposes prior to the adoption of the new rules with respect to accounting for
hedges, as discussed in Note 1(b) to the Unaudited Interim Consolidated Financial Statements.


<P align="left" style="font-size: 10pt">
On February&nbsp;23, 2004, Cable redeemed $300.0&nbsp;million aggregate principal amount of its 9.65%
Senior Secured Second Priority Debentures due 2014 at a redemption price of 104.825% of the
aggregate principal amount which, together with the write-off of deferred financing costs, resulted
in a loss on the repayment of debt of $18.0&nbsp;million.


<P align="left" style="font-size: 10pt">
On March&nbsp;11, 2004, Cable completed a private placement in an aggregate principal amount of
US$350.0&nbsp;million 5.50% Senior Secured Second Priority Notes due 2014. During the first quarter of
2004, Cable entered into an aggregate US$525.0&nbsp;million notional amount of new cross-currency
interest rate exchange agreements.


<P align="left" style="font-size: 10pt">
On September&nbsp;30, 2004, Wireless mailed a cash offer to acquire all of the outstanding equity
securities of Microcell. The estimated cash cost is approximately $1.4&nbsp;billion. We expect the
aggregate net cost to increase to approximately $1.6&nbsp;billion, including the repayment of
Microcell&#146;s bank debt net of Microcell&#146;s cash on hand. The funding for this acquisition, if
completed, will comprise of: utilization of Wireless&#146; cash on hand; drawdowns under Wireless&#146;
committed $700&nbsp;million bank credit facility; and proceeds from a bridge loan from RCI of up to $900
million. The bridge loan will have a term of up to two years from the date of drawdown and will be
made on an unsecured subordinated basis. The loan will bear interest at 6% per annum and will be
prepayable in whole or in part without penalty. RCI in turn intends to fund the bridge loan of up
to $900&nbsp;million using cash on hand, cash to be received from Cable in the form of a return of
capital and cash to be received from Media in the form of a partial repayment of an intercompany
advance made by us to Media. Each of Cable and Media will make drawdowns under its committed bank
credit facilities to fund the cash transfers to RCI. RCI expects that Cable will distribute up to
$660&nbsp;million, of which up to


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<P align="left" style="font-size: 10pt">
$600&nbsp;million will be used by RCI to partially fund the $900&nbsp;million bridge loan to Rogers
Wireless.


<P align="left" style="font-size: 10pt">
On October&nbsp;13, 2004, we purchased 48,594,172 Class&nbsp;B Restricted Voting shares of RWCI owned by
JVII, an entity wholly-owned by AWE. The cash price of $36.37 per share totalled approximately
$1.767&nbsp;billion. This acquisition was funded by RCI, with a $1.75&nbsp;billion secured bridge credit
facility with a term of up to two years to October&nbsp;12, 2006. The facility was provided by a group
of Canadian financial institutions and is secured by a pledge of all of the shares of Cable and
Wireless that are owned by RCI or any of its subsidiaries. The company may borrow at various rates,
including the bank prime rate plus 0.50% to 2.25% per annum, the bankers&#146; acceptance rate plus
1.50% to 3.25% per annum and the London Inter-Bank Offered Rate (&#147;LIBOR&#148;) plus 1.50% to 3.25% per
annum. The bridge credit facility contains mandatory repayments, subject to certain exceptions,
from the incurrence of debt and/or equity at RCI or Wireless. The bridge credit facility also
requires the maintenance of certain financial ratios on a quarterly basis.


<P align="left" style="font-size: 10pt">
RCI intends that Wireless will refinance its bridge loan from RCI of up to $900&nbsp;million as
well as RCI&#146;s $1.75&nbsp;billion bridge credit facility with longer-term debt financing, which Wireless
will most likely issue in the U.S. and/or Canadian public debt markets. Wireless is beginning a
review of the various methods of transferring funds to shareholders, including RCI, so that RCI
will have adequate funds to repay its $1.75&nbsp;billion bridge credit facility. No decision has been
made on any of these matters, and each is subject to Wireless Board approval.


<P align="left" style="font-size: 10pt">
There can be no assurance that Wireless will be successful in raising the intended amount of
longer-term debt financing on terms acceptable to Wireless, or if successful, how such financing
will impact the future ability of Wireless and/or RCI to issue additional debt.


<P align="left" style="font-size: 10pt">
We structure our borrowings generally on a stand-alone basis. Therefore, borrowings by each of
our three principal operating groups are generally secured only by the assets of the respective
entities within each operating group, and such instruments generally do not provide for guarantees
or cross-collateralization or cross-defaults between groups. Currently, no such guarantees or
cross-collateralizations or cross-defaults between the groups exist.


<P align="left" style="font-size: 10pt">
At September&nbsp;30, 2004, our long-term committed bank credit facilities provided for aggregate
credit of $2.28&nbsp;billion, of which nil was drawn down. Generally, access to these credit facilities
is subject to compliance within certain debt-to-operating profit ratios; and at September&nbsp;30, 2004,
based upon the most restrictive covenants under our bank credit facilities and public debt
instruments, we could have borrowed additional long-term debt under existing credit facilities of
approximately $2.18&nbsp;billion, including $400.0&nbsp;million available for the repayment of debt maturing
in Cable in 2005. In addition, $217.0&nbsp;million was available as cash on hand at September&nbsp;30, 2004.


<P align="left" style="font-size: 10pt">
Of all our debt instruments, the provisions of our bank loan agreements generally impose the
most restrictive limitations on the operations and activities of the companies governed by these
agreements. The most significant of these restrictions are debt incurrence and maintenance tests
(based upon certain ratios of debt to operating profit), restrictions upon additional investments,
sales of assets, and distributions to shareholders. We and our subsidiaries are currently in
compliance with all of the covenants under the respective debt instruments, and we expect to remain
in compliance with all covenants. (See Note 10 to the 2003 Annual


<P align="center" style="font-size: 10pt">29
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<P align="left" style="font-size: 10pt">
Consolidated Financial Statements for details of the specific debt instruments outstanding as
of December&nbsp;31, 2003.)


<P align="left" style="font-size: 10pt">
Cable&#146;s amended and restated $1.075&nbsp;billion bank credit facility, which was established on
January&nbsp;2, 2002, comprises of two tranches: (a)&nbsp;the $600.0&nbsp;million Tranche A which matures on
January&nbsp;2, 2009, and (b)&nbsp;the $475.0&nbsp;million Tranche B, which reduces by 25% annually on each of
January&nbsp;2, 2006, 2007, 2008 and 2009. In September, 2003 Cable amended its bank credit facility to
eliminate the possibility of earlier-than-scheduled maturity of Tranche B. Availability of a $400.0
million portion of Tranche B has been reserved to repay Cable&#146;s Senior Secured Notes due 2005. The
$400.0&nbsp;million reserved amount will be reduced by an amount equal to any repayment of the Notes due
2005 made from time to time from any source including Tranche B and, as a result, an amount equal
to such repayments becomes available to Cable under Tranche B.


<P align="left" style="font-size: 10pt">
On October&nbsp;8, 2004, Wireless and its bank lenders entered into an amending agreement to
Wireless&#146; $700&nbsp;million bank credit facility, which provided, among other things, for a two-year
extension to the maturity date and the reduction schedule so that the bank credit facility now
reduces by $140&nbsp;million on each of April&nbsp;30, 2008 and April&nbsp;30, 2009, with the maturity date on
April&nbsp;30, 2010. The proviso for early maturity in the event that Wireless&#146; 10 1/2% senior secured
notes due 2006 are not repaid (by refinancing or otherwise) on or prior to December&nbsp;31, 2005 has
been eliminated. In addition, certain financial ratios to be maintained on a quarterly basis have
been made less restrictive; the restriction on the annual amount of PP&#038;E expenditures has been
eliminated; and the restriction on the payment of dividends and other shareholder distributions has
been eliminated other than in the case of a default or event of default under the terms of the bank
credit facility.


<P align="left" style="font-size: 10pt">
Media&#146;s revolving $500.0&nbsp;million bank credit facility is due on September&nbsp;30, 2006.


<P align="left" style="font-size: 10pt">
We believe that if the proposed maximum $660&nbsp;million distribution by Cable to RCI is not at
least partially reinvested in Cable by RCI on or before March&nbsp;15, 2005, then Cable will require
additional cash funding sources in order to satisfy its 2005 funding requirements. Additional debt
would be the most likely source of funding.


<P align="left" style="font-size: 10pt">
On April&nbsp;28, 2004, following AWE&#146;s decision to explore the sale of its 34% stake in Rogers
Wireless, Standard &#038; Poor&#146;s (S&#038;P) placed the credit ratings on all of the Rogers companies on
&#147;Credit Watch with negative implications&#148;. S&#038;P has historically rated Wireless on a stand-alone
basis, but indicated that it would revert to a consolidated basis when AWE sold its 34% stake to
RCI following our announcement that we had reached an agreement to purchase AWE&#146;s 34% stake in
Wireless. On September&nbsp;14, 2004, S&#038;P said that it had consolidated and equalized the long-term
corporate credit ratings for RCI and Wireless. The ratings remain on &#147;credit watch with negative
implications&#148; due to the uncertainty with regard to Wireless&#146; bid for Microcell. The previous debt
ratings were: for RCI senior unsecured debt, BB- with a negative outlook; for Cable&#146;s senior
secured and subordinated debt, BBB- with a negative outlook and BB- with a negative outlook,
respectively; and for Wireless&#146; senior secured debt, BB&#043; with a positive outlook.


<P align="left" style="font-size: 10pt">
On September&nbsp;13, 2004, the ratings of RCI, Wireless and Cable were put under review for
possible downgrade by Moody&#146;s following our announcement that we would acquire AWE&#146;s 34% stake in
Wireless and they remain under review following Wireless&#146; offer to acquire Microcell. The previous
ratings were: for RCI senior unsecured debt, B2; for Cable&#146;s senior


<P align="center" style="font-size: 10pt">30
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt">
secured and subordinated debt, Ba2 and Ba3, respectively; and for Wireless&#146; senior secured
debt, Ba3.


<P align="left" style="font-size: 10pt">
On September&nbsp;14, 2004, Fitch Ratings placed its BBB- rating for Wireless&#146; senior secured debt
on &#147;rating watch negative&#148; following our announcement that we would acquire AWE&#146;s 34% stake in
Wireless. Following the announcement of Wireless&#146; offer to acquire Microcell, Fitch announced that
it would maintain the &#147;ratings watch negative&#148; status.


<P align="left" style="font-size: 10pt">
We do not have any off-balance sheet arrangements other than the cross-currency interest rate
exchange agreements described below.


<P align="left" style="font-size: 10pt"><I>Interest Rate and Foreign Exchange Management</I>



<P align="left" style="font-size: 10pt">Consolidated Economic Hedge Analysis



<P align="left" style="font-size: 10pt">
As a result of the financing activity described above, our consolidated economic hedged
position changed at September&nbsp;30, 2004 compared to December&nbsp;31, 2003 as noted below.

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head --><TR valign="bottom">
    <TD width="80%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>(in millions of dollars)</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>September 30</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>December 31,</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Foreign Exchange</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2004</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2003</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">U.S. dollar-denominated long-term debt</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">US$</TD>
    <TD align="right">3,265.7</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">US$</TD>
    <TD align="right">2,868.3</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Hedged with cross-currency interest rate exchange agreements</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">US$</TD>
    <TD align="right">2,885.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">US$</TD>
    <TD align="right">1,943.4</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Hedged Exchange Rate</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1.4217</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1.4647</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Percent Hedged</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">88.4</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">67.8</TD>
    <TD nowrap>%</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Effect of cross-currency interest rate exchange agreements:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Converted US $ principal of</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">US$</TD>
    <TD align="right">2,833.4</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">US$</TD>
    <TD align="right">1,558.4</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">at US $ fixed rate of</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">7.60</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">8.82</TD>
    <TD nowrap>%</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">to Cdn $ fixed rate of</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">8.50</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">9.70</TD>
    <TD nowrap>%</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">on Cdn $ principal of</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" nowrap align="center">Cdn$4,034.7</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" nowrap align="center">Cdn$2,346.0</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Converted US $ principal of</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">US$</TD>
    <TD align="right">51.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">US$</TD>
    <TD align="right">385.0</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">at US $ fixed rate of</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">9.38</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">9.38</TD>
    <TD nowrap>%</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">to Cdn $ floating at bankers acceptance plus</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">2.67</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">2.35</TD>
    <TD nowrap>%</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">for all-in rate of</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">4.98</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">5.11</TD>
    <TD nowrap>%</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">on Cdn $ principal of</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" nowrap align="center">Cdn$67.4</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" nowrap align="center">Cdn$500.5</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Amount of long-term debt at fixed rates:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Total long-term debt</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="center">Cdn$5,300.1</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="center">Cdn$5,305.0</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Total long-term debt at fixed rates</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="center">Cdn$5,229.7</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="center">Cdn$4,560.6</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Percent of long-term debt fixed</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">98.7</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">86.0</TD>
    <TD nowrap>%</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Weighted average interest rate on long-term debt</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">8.44</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">8.48</TD>
    <TD nowrap>%</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Body --></TABLE>
</DIV>



<P align="left" style="font-size: 10pt">
As discussed below in &#147;New Accounting Standards &#151; Accounting for Derivative Instruments&#148;, effective
July&nbsp;1, 2004, we began accounting for 96.1% of our cross-currency interest rate exchange agreements
as hedges against designated U.S. dollar-denominated debt. As a result,


<P align="center" style="font-size: 10pt">31
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt">
84.9% of consolidated U.S. dollar-denominated debt or US$ 2,773.4&nbsp;million will be hedged for
accounting purposes versus 88.4% on an economic basis.


<P align="left" style="font-size: 10pt">
The weighted average interest rate of consolidated long-term debt remained relatively
unchanged against December&nbsp;31, 2003. The amount of long-term debt at fixed interest rates
increased during the nine-month period by almost $670.0&nbsp;million, from 86.0% to 98.7% of
consolidated debt, with a significant portion of long-term debt refinanced at lower fixed rates,
the effect of which was virtually offset by the $674.0&nbsp;million decrease of lower interest rate
floating rate debt outstanding at September&nbsp;30, 2004 compared to December&nbsp;31, 2003.


<P align="left" style="font-size: 10pt"><B>OUTSTANDING SHARE DATA</B>



<P align="left" style="font-size: 10pt">
Set out below is our outstanding share data as at September&nbsp;30, 2004. For additional detail,
see Note 7 to the Unaudited Interim Consolidated Financial Statements included herein.

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head --><TR valign="bottom">
    <TD width="90%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><B>Common shares:</B></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-10px">Class&nbsp;A Voting</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">56,235,394</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:30px; text-indent:-10px">Class&nbsp;B Non-Voting</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">188,856,821</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><B>Options to Purchase Class&nbsp;B Non-Voting shares:</B></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Issued and Outstanding</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">16,314,032</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Exercisable</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">10,912,912</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Body --></TABLE>
</DIV>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head --><TR valign="bottom">
    <TD width="100%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><B>Securities Convertible into Class&nbsp;B Non-Voting Shares:</B></DIV></TD>
</TR>

<!-- End Table Body --></TABLE>
</DIV>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head --><TR valign="bottom">
    <TD width="80%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Number of</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Number or Amount</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Shares Issuable</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Class</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Outstanding</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>on Conversion</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Convertible Preferred Securities</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">600,000,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">17,142,857</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Convertible Senior Debentures</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">284,137,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">7,726,270</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Body --></TABLE>
</DIV>



<P align="left" style="font-size: 10pt"><B>COMMITMENTS AND CONTRACTUAL OBLIGATIONS</B>


<P align="left" style="font-size: 10pt">
Our material obligations under firm contractual arrangements, including commitments for future
payments under long-term debt arrangements, capital lease obligations and operating lease
arrangements, are summarized in our 2003 Annual MD&#038;A and are further discussed in the Notes to our
2003 Annual Consolidated Financial Statements. Refer to Consolidated Liquidity and Capital
Resources for significant changes to our contractual obligations since December&nbsp;31, 2003.


<P align="left" style="font-size: 10pt"><B>GOVERNMENT REGULATION AND REGULATORY DEVELOPMENTS</B>


<P align="left" style="font-size: 10pt"><I>Wireless Spectrum Licence Issues</I>



<P align="left" style="font-size: 10pt">
On August&nbsp;27, 2004, Industry Canada rescinded the cap on ownership of mobile spectrum. Up to
that time, Canadian carriers were limited to a maximum of 55 MegaHertz (&#147;MHz&#148;) of mobile spectrum
(PCS and cellular). After a public consultation earlier in 2004 as to whether the cap should be
maintained, removed or increased, Industry Canada advised that it would be removed, effective
immediately. Industry Canada concluded that the wireless industry will require access to more
spectrum through a future third generation (&#147;3G&#148;) wireless services


<P align="center" style="font-size: 10pt">32
</DIV>

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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt">
auction and further stated that it will continue to monitor the wireless industry for spectrum
concentration, and to manage the licensing of spectrum resources through other mechanisms at its
disposal. We expect that Industry Canada will follow future spectrum allocation decisions made by
the Federal Communications Commission in the U.S., and will likely not proceed with a 3G spectrum
auction before such decisions regarding 3G spectrum allocations are made, likely not before the
2007 timeframe.


<P align="left" style="font-size: 10pt"><I>Fixed Wireless Spectrum Auction</I>



<P align="left" style="font-size: 10pt">
Industry Canada announced its intention to auction one block of 30 MHz of spectrum in the
2,300 MHz band, as well as three blocks of 50 MHz of spectrum and one block of 25 MHz of spectrum
in the 3,500 MHz band. The auction was completed on February&nbsp;16, 2004. There were approximately 172
geographic licence areas in Canada for each available block. Successful bidders for the spectrum
had flexibility in determining the services to be offered and the technologies to be deployed in
the spectrum. Industry Canada expects that the spectrum will be used for point-to-point or
point-to-multi-point broadband services. Wireless participated in this spectrum auction in 2003 and
acquired 33 blocks of spectrum in various areas for a total cost of $5.9&nbsp;million.


<P align="left" style="font-size: 10pt">
Industry Canada has initiated another auction process to make available the blocks of spectrum
that did not sell in the February&nbsp;2004 process. In a multiphase process that has recently
commenced, parties were able to identify those blocks in which they were interested, and if there
were no other parties expressing interest in those blocks, then they were the successful party. In
this process, Wireless obtained an additional nine licences for a cost of $0.1&nbsp;million. The
remaining licenses are expected to be auctioned commencing January&nbsp;10, 2005.


<P align="left" style="font-size: 10pt"><B>UPDATES TO RISKS AND UNCERTAINTIES</B>


<P align="left" style="font-size: 10pt"><I>Wireless Local Number Portability</I>



<P align="left" style="font-size: 10pt">
Over the past several years, certain countries in Europe and Asia have mandated wireless local
number portability (&#147;WLNP&#148;). WLNP involves porting wireless phone numbers to other wireless
companies, but can also involve porting phone numbers between wireline and wireless companies. The
implementation of WLNP systems and capabilities represents significant costs for the carriers in a
country. In November&nbsp;2003, as mandated by the U.S. federal government, the U.S. wireless industry
began the implementation of WLNP. There has been no regulatory mandate for the implementation of
WLNP in Canada to date. The Canadian Radio-television and Telecommunications Commission (CRTC)
recently stated that it intends to review the matter in its 2005/2006 planning period. If WLNP were
to be mandated, this would require carriers, including Wireless, to incur implementation costs that
could be significant and could cause an increase in churn among Canadian wireless carriers.


<P align="left" style="font-size: 10pt"><I>Potential Indebtedness</I>



<P align="left" style="font-size: 10pt">
We have financed the purchase of the 48.6&nbsp;million Wireless shares from AWE and we intend to
finance the acquisition of Microcell, should such an acquisition be completed, through the
incurrence of additional debt. The purchase of the Wireless shares alone had the effect of
materially increasing our debt, and should the Microcell acquisition be completed, our financial
leverage would increase significantly. Such increased debt could increase our vulnerability to
general adverse economic and industry conditions, limit our flexibility in


<P align="center" style="font-size: 10pt">33
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<P align="left" style="font-size: 10pt">
planning or reacting to changes in our businesses and industries and limit our ability to
obtain additional financing.


<P align="left" style="font-size: 10pt"><I>Cable Funding Risk</I>



<P align="left" style="font-size: 10pt">
In connection with the possibility of Cable distributing up to $660&nbsp;million to RCI if Wireless
is successful in acquiring all of the outstanding equity interests of Microcell (see &#147;Consolidated
Liquidity and Capital Resources &#151; Financing&#148;), we anticipate that Cable will require additional
funding sources if all or a portion of this distribution is not reinvested in Cable by RCI on or
before March&nbsp;15, 2005 in order to fund Cable&#146;s cash requirements in 2005. Additional debt would be
the most likely source of funding. There can be no assurance that Cable could raise the required
debt.


<P align="left" style="font-size: 10pt"><I>Potential Claim against the Company</I>



<P align="left" style="font-size: 10pt">
On August&nbsp;9, 2004, a proceeding under the Class&nbsp;Actions Act (Saskatchewan) was brought against
Wireless and other providers of wireless communications services in Canada. The proceeding involves
allegations by wireless customers of breach of contract, misrepresentation and false advertising.
The plaintiffs seek unquantified damages from the defendant wireless communications service
providers. Wireless believes it has good defences to the allegations. The proceeding has not been
certified as a class action and it is too early to determine whether it will qualify for
certification as a class action.


<P align="left" style="font-size: 10pt"><B>GUIDANCE</B>


<P align="left" style="font-size: 10pt">
We are revising one element of our 2004 annual guidance for Cable which was originally
provided during the first quarter of 2004. PP&#038;E expenditures associated with our anticipated
mid-2005 deployment of local telephony at Cable are revised downward from the range of $140&nbsp;million
to $170&nbsp;million to a new range of $100&nbsp;million to $120&nbsp;million for the full year 2004. This change
reflects our current expectation that portions of the local telephony initiative spending initially
anticipated to occur during the second half of 2004 will instead occur during the first half of
2005.


<P align="left" style="font-size: 10pt">
Other previously issued 2004 financial and operating metric guidance ranges for Cable,
Wireless and Media remain unchanged.


<P align="left" style="font-size: 10pt"><B>KEY PERFORMANCE INDICATORS AND NON-GAAP MEASURES</B>



<P align="left" style="font-size: 10pt">
We measure the success of our strategies using a number of key performance indicators that
are defined and described in our 2003 Annual MD&#038;A. These key performance indicators are not
measurements under Canadian or U.S. GAAP, but we believe they allow us to appropriately measure
our performance against our operating strategy as well as against the results of our peers and
competitors. They include:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Revenue and average revenue per subscriber (ARPU);</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Subscriber counts and subscriber churn;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Operating expenses and average monthly operating expense per Wireless subscriber; and</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Sales and marketing costs per gross Wireless subscriber addition.</TD>
</TR>

</TABLE>

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<P align="left" style="font-size: 10pt">
We also refer to the following two other non-GAAP measures that are used in various financial
tables and discussions throughout this MD&#038;A. The related definitions and reconciliations to GAAP
measures of these items are as follows:


<P align="left" style="font-size: 10pt"><I>Operating Profit</I>



<P align="left" style="font-size: 10pt">
Operating profit is defined as net income before depreciation and amortization, interest
expense, income taxes and non-operating items, which include losses from investments accounted for
by the equity method, foreign exchange gains (losses), loss on repayment of long-term debt, change
in the fair value of derivative instruments, gain (loss)&nbsp;on the sale of other investments,
write-down of investments, investment and other income (expense)&nbsp;and non-controlling interest.
Operating profit is a standard measure used in the communications industry to assist us in
understanding and comparing operating results, and is often referred to in the industry either as
earnings before interest taxes, depreciation and amortization (EBITDA)&nbsp;or as operating income
before depreciation and amortization (OIBDA). We believe this is an important measure as it allows
us to assess our ongoing businesses without the impact of depreciation or amortization expenses as
well as other non-operating factors. Operating profit is intended to measure our ability to incur
or service debt, to invest in property, plant and equipment (&#147;PP&#038;E&#148;), and to pay dividends, and it
allows us to compare ourselves to peers and competitors that have different capital or
organizational structures. This measure is not a defined term under GAAP.


<P align="left" style="font-size: 10pt"><I>Operating Profit Margin</I>



<P align="left" style="font-size: 10pt">
For Cable and Media, we calculate operating profit margin by dividing operating profit by
total revenue; and for Wireless, we calculate it by dividing operating profit by network revenue.
Network revenue rather than total revenue is used in the calculation because it excludes equipment
sales revenue and thus better reflects Wireless&#146; core business activity of providing wireless
services. This measure is not a defined term under GAAP.


<P align="left" style="font-size: 10pt"><B>INTERCOMPANY AND RELATED PARTY ARRANGEMENTS</B>



<P align="left" style="font-size: 10pt">
From time to time, we enter into agreements with our subsidiaries and other related parties
which we believe are mutually advantageous to us and our affiliates. Our subsidiaries also enter
into agreements with related parties. For example, Wireless has entered into a reciprocal roaming
arrangement and into other agreements related to the marketing and delivery of wireless services
with AWE, a significant shareholder of Wireless at September&nbsp;30, 2004.


<P align="left" style="font-size: 10pt">
Wireless, Cable and Media have each entered into a management services agreement under which
we provide a range of services, including strategic planning, financial and information technology
services. We also maintain contractual relationships with Wireless and Cable involving other cost
sharing and services agreements.


<P align="left" style="font-size: 10pt">
Our management is presently discussing with Wireless and Cable the terms upon which these two
subsidiaries may outsource, to a shared operation managed by us, their information technology
operations. We are also discussing with Wireless and Cable the terms upon which we may establish a
business unit that would be responsible for marketing Wireless and Cable products and services to
business customers.


<P align="center" style="font-size: 10pt">35
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<P align="left" style="font-size: 10pt">
We monitor our intercompany and related party agreements to ensure that the agreements remain
beneficial to us. We are continually evaluating the expansion of existing arrangements and the
entry into new agreements. See the &#147;Intercompany and Related Party Transactions&#148; section in the
2003 Annual MD&#038;A for further details with respect to these arrangements.


<P align="left" style="font-size: 10pt"><B>CRITICAL ACCOUNTING POLICIES AND ESTIMATES</B>



<P align="left" style="font-size: 10pt">
Within this MD&#038;A, reference is made to our 2003 Annual Consolidated Financial Statements and
Notes thereto, which have been prepared in accordance with Canadian GAAP. The preparation of these
financial statements requires us to make estimates and assumptions that affect the reported amounts
of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the
financial statements, and the reported amount of revenues and expenses during the period. These
estimates are based on our historical experience and various other assumptions that we believed to
be reasonable under the circumstances, the results of which form the basis for making judgments
about the reported amounts of revenues, expenses, and carrying value of assets and liabilities that
are not readily apparent from other sources. Actual results could differ from these estimates.


<P align="left" style="font-size: 10pt">
We have identified the accounting policies and estimates outlined below as being critical to
our business operations and to an understanding of the results of operations. The impact and any
associated risks related to these policies on our business operations are discussed throughout this
MD&#038;A, and a detailed discussion of these critical accounting policies can be found in our 2003
Annual MD&#038;A.


<P align="left" style="font-size: 10pt">
Our Audit Committee reviews our accounting policies and periodic financial filings, and
recommends adoption of our annual financial statements to our Board of Directors. For a detailed
discussion on the application of these and other accounting policies and estimates, see our 2003
Annual MD&#038;A and Note 2 to our 2003 Annual Audited Consolidated Financial Statements. In addition, a
discussion of new accounting standards adopted by us in the nine months ended September&nbsp;30, 2004
follows in the New Accounting Standards section below.


<P align="left" style="font-size: 10pt">
Our critical accounting policies and estimates are as follows:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Revenue Recognition;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Allowance for Doubtful Accounts;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Subscriber Acquisition Costs;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Costs of Subscriber Retention;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Capitalization of Direct Labour and Overhead;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Depreciation and Amortization Policies and Useful Lives;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Asset Impairment;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Accounting for Derivative Instruments;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Pension Assumptions;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Contingencies; and</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Related Party Transactions.</TD>
</TR>

</TABLE>

<P align="left" style="font-size: 10pt">
Significant changes to accounting policies and estimates since December&nbsp;31, 2003 are discussed
below.


<P align="center" style="font-size: 10pt">36
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<P align="left" style="font-size: 10pt"><B>NEW ACCOUNTING STANDARDS</B>


<P align="left" style="font-size: 10pt">
In the nine months ended September&nbsp;30, 2004, we have adopted the following new accounting
standards:


<P align="left" style="font-size: 10pt"><I>GAAP Hierarchy</I>



<P align="left" style="font-size: 10pt">
In June&nbsp;2003, the Canadian Institute of Chartered Accountants (&#147;CICA&#148;) released Handbook
Section&nbsp;1100, &#147;Generally Accepted Accounting Principles&#148;. Previously, there had been no clear
definition of the order of authority for sources of GAAP. This standard established standards for
financial reporting in accordance with Canadian GAAP, and applies to our 2004 fiscal year. This
section also provides guidance on sources to consult when selecting accounting policies and on
appropriate disclosures when a matter is not dealt with explicitly in the primary sources of GAAP.


<P align="left" style="font-size: 10pt">
We have reviewed this new standard, and as a result have adopted a classified balance sheet
presentation because we believe that the historical industry practice of a declassified balance
sheet presentation is no longer appropriate.


<P align="left" style="font-size: 10pt">
In addition, within our Consolidated Statement of Cash Flows, we have reclassified the change
in non-cash working capital items related to PP&#038;E to cash used in investing activities. This change
had the impact of decreasing our cash used in investing activities on the Statements of Cash Flows,
compared to our previous method, by $34.5&nbsp;million and by $6.6&nbsp;million in the three months ended
September&nbsp;30, 2004 and 2003, respectively. For the nine months ended September&nbsp;30, 2004, our cash
used in investing activities on the Statements of Cash Flows decreased by $16.1&nbsp;million and for the
nine months ended September&nbsp;30, 2003, this change had the impact of increasing our cash used in
investing activities on the Statements of Cash Flows by $96.3&nbsp;million. In all periods, the
corresponding change was to non-cash working capital items within operating activities.


<P align="left" style="font-size: 10pt">
With the adoption of these two changes, which are further described in the Notes to the
Unaudited Interim Consolidated Financial Statements included herein, we believe that our accounting
policies and financial statements comply with this new standard.


<P align="left" style="font-size: 10pt"><I>Accounting for Derivative Instruments</I>



<P align="left" style="font-size: 10pt">
Our cross-currency interest rate exchange agreements (&#147;swaps&#148;) are used to manage the cash
flow risks associated with the fluctuations in foreign exchange rates relating to our U.S.
dollar-denominated debt. We do not enter into such swaps for speculative purposes.


<P align="left" style="font-size: 10pt">
Prior to January&nbsp;1, 2004, we accounted for these swaps as hedges of the fluctuations in
foreign exchange rates relating to approximately 67.8 % of our U.S. dollar-denominated debt. Under
hedge accounting, the foreign exchange gains and losses arising on the translation of the U.S.
dollar-denominated debt at the end of each accounting period were hedged by the equal and
offsetting foreign exchange gains and losses relating to the swaps that were designated as hedges.


<P align="left" style="font-size: 10pt">
In November&nbsp;2001, the CICA issued Accounting Guideline 13, &#147;Hedging Relationships&#148; (&#147;AcG-13&#148;),
and in November&nbsp;2002, the CICA amended the effective date of the guideline. AcG-13 established new
criteria for hedge accounting with application to all hedging relationships in effect on or after
January&nbsp;1, 2004. Effective January&nbsp;1, 2004, we determined that we would not account for our swaps
as hedges for accounting purposes and consequently


<P align="center" style="font-size: 10pt">37
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<P align="left" style="font-size: 10pt">
began to account for such swaps on a mark-to-market basis, with resulting gains or losses
recorded in or charged against income.


<P align="left" style="font-size: 10pt">
We adjusted the carrying value of these swaps from $334.8&nbsp;million at December&nbsp;31, 2003 to the
fair value of $388.2&nbsp;million on January&nbsp;1, 2004. The corresponding transitional loss of $53.4
million was deferred and amortized to income over the remaining life of the underlying debt
instruments. Amortization for the six months ended June&nbsp;30, 2004 totalled $3.3&nbsp;million.


<P align="left" style="font-size: 10pt">
This resulted in the recognition in the Consolidated Statement of Income of an unrealized gain
related to the change in fair value of the swaps of $36.0&nbsp;million for the six months ended June&nbsp;30,
2004. A loss of $87.2&nbsp;million was also recognized for the six months ended June&nbsp;30, 2004 related to
the unrealized foreign exchange on the debt previously hedged.



<P align="left" style="font-size: 10pt">
Effective July&nbsp;1, 2004, we met the requirements for hedge accounting under AcG-13 for certain
of our instruments, and consequently, on a prospective basis, began to treat approximately
US$2,773.4&nbsp;million notional amount of the aggregate US $2885.2&nbsp;million (or 96.1% of our swaps) as
hedges for accounting purposes against foreign fluctuations on US$2,773.4&nbsp;million of
US-dollar-denominated debt.


<P align="left" style="font-size: 10pt">
Under hedge accounting, the foreign exchange gains and losses arising on the translation of
the U.S. dollar-denominated debt at the end of each accounting period are hedged by the equal and
offsetting foreign exchange gains and losses relating to the swaps that are designated as hedges.


<P align="left" style="font-size: 10pt">
A new transition adjustment arising on the change from mark-to-market accounting to hedge
accounting was therefore calculated as at July&nbsp;1, 2004, resulting in a deferred transitional gain
of $74.8&nbsp;million, which will be amortized to income over the shorter of the remaining life of the
debt and the term of the swaps. Amortization of this transitional gain from July&nbsp;1, 2004 to
September&nbsp;30, 2004 totaled $3.1&nbsp;million.


<P align="left" style="font-size: 10pt">
Certain other swaps will continue not to be hedges for accounting purposes, as they do not
meet the requirements for hedge accounting under AcG-13. Approximately US$111.83&nbsp;million notional
amount of swaps will continue to be accounted for on a mark-to-market basis. The fair value of
these swaps of $9.4&nbsp;million at September&nbsp;30, 2004 was recorded in other long-term liabilities.


<P align="left" style="font-size: 10pt"><I>Stock-Based Compensation</I>



<P align="left" style="font-size: 10pt">
Effective January&nbsp;1, 2004, Canadian GAAP requires us to estimate the fair value of stock-based
compensation granted to employees and to expense the fair value over the vesting period of the
stock options. In accordance with the transition rules, we determined the fair value of stock
options granted to employees since January&nbsp;1, 2002 using the Black-Scholes Option Pricing Model,
and recorded an adjustment to opening retained earnings in the amount of $7.0&nbsp;million, representing
the expense for the 2002 and 2003 fiscal years. The offset to retained earnings is an increase in
our contributed surplus. Stock-based compensation expense was $3.4&nbsp;million and $11.5&nbsp;million for
the three months and nine months ended September&nbsp;30, 2004, respectively.


<P align="left" style="font-size: 10pt"><I>Revenue Recognition</I>



<P align="left" style="font-size: 10pt">
Effective January&nbsp;1, 2004, we adopted new Canadian accounting standards, including the CICA
Emerging Issues Committee Abstract 142 issued in December&nbsp;2003, regarding the timing of revenue
recognition and the classification of certain items as revenue or expense.




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<P align="left" style="font-size: 10pt">As a result of the adoption of these new accounting standards, the following changes to the
recognition and classification of revenue and expenses have been made:



<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Cable installation fee revenue from both new connects and
re-connects is deferred and amortized over the estimated life of
the subscriber, which we have determined based on churn, transfers
of service and moves to be approximately four years. Re-connect
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 September&nbsp;30, 2004, the revenue deferred
with respect to installations was $6.3&nbsp;million and the re-connect
costs deferred were $4.1&nbsp;million.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Wireless activation fees are now classified as equipment
revenue. Previously, these amounts were classified as network
revenue.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Recoveries from new and existing subscribers from the sale of
Wireless and Cable equipment are recognized immediately upon sale
and are now classified as equipment revenue. Previously, these
amounts were recorded as a reduction to expense.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Certain other recoveries from Wireless and Cable subscribers
related to collections activities are now recorded in revenue
rather than as a recovery of operating, general and administrative
expenses.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Wireless equipment subsidies provided to new and existing
subscribers are now classified as a reduction to equipment revenue.
Previously, these amounts were recorded as sales expense in the
case of a new subscriber, and as operating, general and
administrative expense in the case of an existing subscriber.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Wireless equipment costs for equipment provided under
retention programs to existing subscribers are now recorded as cost
of equipment sales. Previously, these amounts were recorded as
operating, general and administrative expense.</TD>
</TR>

</TABLE>

<P align="left" style="font-size: 10pt">The effect of this adoption on the financial results and on our key performance indicators at
Wireless is as follows:

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head --><TR valign="bottom">
    <TD width="36%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="15"><B>Three Months Ended September 30,</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="15"><B>Nine Months Ended September 30,</B><HR size="1" noshade></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>(In millions of</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>&nbsp;</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>&nbsp;</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>&nbsp;</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>&nbsp;</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>dollars, except per</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>&nbsp;</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>&nbsp;</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>&nbsp;</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>&nbsp;</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>subscriber statistics)</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>2004</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>2003</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>2004</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>2003</B><HR size="1" noshade></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>After</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Prior to</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>After</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Prior to</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>After</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Prior to</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>After</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Prior to</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Adoption</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Adoption</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Adoption</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Adoption</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Adoption</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Adoption</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Adoption</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Adoption</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Network revenue</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">635.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">636.7</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">538.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">540.7</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,772.4</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,777.2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,493.4</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,499.1</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Equipment sales</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">85.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">92.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">49.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">59.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">197.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">214.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">124.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">158.4</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">721.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">729.2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">588.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">599.7</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,969.9</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,991.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,618.2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,657.5</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Cost of equipment sales</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">151.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">87.2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">94.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">58.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">357.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">207.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">252.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">160.9</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Sales and marketing expenses</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">89.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">132.2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">85.2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">120.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">266.4</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">378.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">250.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">349.6</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Operating, general and
administrative expenses</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">210.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">240.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">186.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">198.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">609.7</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">668.9</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">555.4</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">586.2</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Operating profit</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">269.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">269.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">222.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">222.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">736.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">736.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">560.7</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">560.7</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Postpaid ARPU</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">62.18</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">62.30</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">60.56</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">60.78</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">59.10</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">59.28</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">57.27</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">57.50</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Average monthly operating
expense per subscriber
before sales and marketing
costs</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">19.59</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">19.14</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">17.69</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">17.26</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">18.47</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">18.05</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">17.68</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">17.28</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Sales and marketing costs
per gross addition</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">344</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">378</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">340</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">361</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">359</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">385</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">367</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">389</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Body --></TABLE>
</DIV>



<P align="center" style="font-size: 10pt">39
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt">The effect of this adoption on the financial results and on our key performance indicators at
Cable is as follows:


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head --><TR valign="bottom">
    <TD width="36%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD align="left"><B>(in millions of dollars, except operating profit margin and core cable ARPU)</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="15"><B>Three months ended September 30,</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="15"><B>Nine months ended September 30,</B><HR size="1" noshade></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>2004</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>2003</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>2004</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>2003</B><HR size="1" noshade></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>After</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Prior to</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>After</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Prior to</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>After</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Prior to</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>After</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Prior to</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Adoption</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Adoption</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Adoption</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Adoption</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Adoption</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Adoption</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Adoption</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Adoption</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Operating revenue</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">489.4</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">483.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">445.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">441.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,437.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,425.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,313.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,298.5</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Sales and
marketing expenses</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">68.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">69.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">49.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">49.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">186.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">188.4</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">146.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">147.8</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Operating, general
and administrative
expenses</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">211.9</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">204.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">199.7</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">195.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">627.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">611.2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">587.7</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">573.0</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Operating profit</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">173.2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">173.9</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">167.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">167.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">517.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">519.7</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">486.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">486.8</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Core cable ARPU</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">46.95</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">46.05</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">44.17</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">43.50</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">45.95</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">45.35</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">43.16</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">42.45</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Cable operating
profit margin</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">40.3</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">41.1</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">42.6</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">43.1</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">41.3</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">41.9</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">42.4</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">42.9</TD>
    <TD nowrap>%</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Body --></TABLE>
</DIV>



<P align="left" style="font-size: 10pt"><I>Significant Accounting Policies- Blue Jays</I>


<P align="left" style="font-size: 10pt">The following represents the significant accounting policy of the Blue Jays:



<P align="left" style="font-size: 10pt">Revenue Recognition: The Blue Jays revenue, which is composed primarily of home game admission
and concession revenue, is recognized as the related games are played during the baseball season.
Revenue from radio and television agreements is recorded at the time the related games are aired.
The Blue Jays receive revenue from the Major League Baseball (MLB)&nbsp;Revenue Sharing Agreement which
distributes funds to and from member clubs, based on the clubs&#146; revenues, in an effort to subsidize
lower-revenue generating clubs. This revenue is recognized in the season in which it is earned,
when the amount is estimable and collectibility is reasonably assured.


<P align="left" style="font-size: 10pt"><B>FUTURE ACCOUNTING STANDARDS</B>


<P align="left" style="font-size: 10pt">Effective January&nbsp;1, 2005, we will be required to adopt retroactively the amended provisions
of CICA Handbook Section&nbsp;3860, &#147;Financial Instruments &#151; Disclosure and Presentation&#148;, requiring
that financial instruments embodying obligations that may be settled by the issuance of a variable
number of shares be classified as debt. While we are currently evaluating the implications of this
requirement, it is expected that a portion of the carrying value of the Convertible Preferred
Securities will be reclassified from shareholders&#146; equity to liabilities effective January&nbsp;1, 2005,
while a portion representing the value of the securities&#146; conversion feature will remain in
shareholders&#146; equity. With the adoption of these amended provisions of CICA 3860 on January&nbsp;1,
2005, certain amounts that previously had been recorded as dividends on these Convertible Preferred
Securities will instead be recorded as interest expense and reflected as such in our net income and
earnings per share.


<P align="left" style="font-size: 10pt"><B>CAUTION REGARDING FORWARD-LOOKING STATEMENTS</B>


<P align="left" style="font-size: 10pt">This document includes forward-looking statements concerning the future performance of our
business, its operations and its financial performance and condition. These forward-looking
statements include, among others, statements with respect to our objectives, and strategies to
achieve those objectives, as well as statements with respect to our beliefs, plans, expectations,
anticipations, estimates or intentions. When used in this document, the words &#147;believe&#148;,


<P align="center" style="font-size: 10pt">40
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt">&#147;anticipate&#148;, &#147;intend&#148;, &#147;estimate&#148;, &#147;expect&#148;, &#147;project&#148; 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. We caution that all
forward-looking information is inherently uncertain and actual results may differ materially from
the assumptions, estimates or expectations reflected or contained in the forward-looking
information, and that actual future performance will be affected by a number of factors, including
economic conditions, technological change, regulatory change and competitive factors, many of which
are beyond our control. Therefore, future events and results may vary significantly from what we
currently foresee. We are under no obligation (and we expressly disclaim any such obligation) to
update or alter the forward-looking statements whether as a result of new information, future
events or otherwise. For a more detailed discussion of factors that may affect actual results, see
the Risks and Uncertainties discussions in our 2003 Annual MD&#038;A.


<P align="left" style="font-size: 10pt"><B>ADDITIONAL INFORMATION</B>


<P align="left" style="font-size: 10pt">Additional information in respect of the Company, including the Annual Information Form, is on
our website at www.rogers.com or on SEDAR at www.sedar.com.


<P align="left" style="font-size: 10pt"><B>Schedule&nbsp;1</B>


<P align="left" style="font-size: 10pt">Supplemental Information:


<P align="left" style="font-size: 10pt">The following table outlines the reclassification of our Internet subscriber activity to conform to
current presentation.

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head --><TR valign="bottom">
    <TD width="23%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="15"><B>2002</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="15"><B>2003</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="11"><B>2004</B><HR size="1" noshade></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Q1</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Q2</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Q3</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Q4</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Q1</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Q2</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Q3</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Q4</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Q1</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Q2</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Q3</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Internet,
net additions including pending</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">21,194</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">40,958</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">53,315</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">45,164</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">50,306</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">26,361</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">39,057</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">35,388</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">37,958</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">22,872</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">44,840</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:0px">as reclassed (excluding pending)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">27,059</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">34,925</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">53,826</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">48,004</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">48,962</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">22,948</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">36,124</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">41,277</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">37,896</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">20,572</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">43,265</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Internet
subscribers including pending</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">499,971</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">540,929</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">594,244</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">639,408</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">689,714</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">716,075</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">755,132</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">790,520</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">828,478</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">851,350</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">896,190</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:0px">as reclassed
(excluding pending)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">491,745</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">526,670</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">580,496</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">628,500</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">677,462</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">700,410</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">736,534</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">777,811</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">815,707</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">836,279</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">879,544</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Body --></TABLE>
</DIV>



<P align="center" style="font-size: 10pt">41
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt">Historical Quarterly Summary

<DIV align="center">
<TABLE style="font-size: 7pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head --><TR valign="bottom">
    <TD width="12%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>

<TR style="font-size: 7pt" valign="bottom">
    <TD nowrap align="left"><B>(thousands of dollars,</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="11"><B>2004</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="15"><B>2003</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="15"><B>2002</B><HR size="1" noshade></TD>
</TR>
<TR style="font-size: 7pt" valign="bottom">
    <TD nowrap align="left"><B>except per</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>&nbsp;</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>&nbsp;</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>&nbsp;</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>&nbsp;</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>&nbsp;</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>&nbsp;</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>&nbsp;</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>&nbsp;</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>&nbsp;</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>&nbsp;</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>&nbsp;</B></TD>
</TR>
<TR style="font-size: 7pt" valign="bottom">
    <TD nowrap align="left"><B>share amounts)</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Q1</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Q2</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Q3</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Q1</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Q2</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Q3</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Q4</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Q1</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Q2</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Q3</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Q4</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Income Statement</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Operating Revenue <SUP>(1)
</SUP></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Cable</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">473,074</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">474,846</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">489,371</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">432,998</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">434,386</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">445,646</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">475,092</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">384,586</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">394,218</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">409,235</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">426,515</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Wireless</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">592,841</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">655,920</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">721,136</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">497,118</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">532,462</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">588,615</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">589,599</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">414,624</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">461,018</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">512,871</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">503,001</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Media</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">215,741</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">230,881</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">206,757</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">196,726</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">219,706</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">194,691</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">243,869</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">176,817</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">213,570</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">187,395</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">233,023</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Blue Jays</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">42,062</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Corporate and eliminations</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(16,907</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(18,152</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(25,637</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(11,462</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(13,341</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(17,329</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(16,920</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(10,984</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(12,035</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(12,945</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(14,124</TD>
    <TD nowrap>)</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,264,749</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,343,495</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,433,689</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,115,380</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,173,213</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,211,623</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,291,640</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">965,043</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,056,771</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,096,556</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,148,415</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Operating
profit <SUP>(2)
</SUP></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Cable</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">171,186</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">173,294</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">173,144</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">157,288</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">161,878</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">167,587</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">176,721</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">131,314</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">136,067</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">139,770</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">156,329</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Wireless</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">219,644</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">247,083</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">269,564</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">155,810</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">182,546</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">222,295</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">166,921</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">110,851</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">132,782</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">160,906</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">123,148</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Media</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6,470</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">38,819</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">24,046</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6,020</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">37,106</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">20,988</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">42,610</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4,234</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">30,129</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">18,804</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">34,468</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Blue Jays</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(9,065</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Corporate</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(15,443</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(13,407</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(1,714</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(9,846</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(11,324</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(10,762</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(16,942</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(7,358</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(10,630</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(8,717</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(10,483</TD>
    <TD nowrap>)</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">381,857</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">445,789</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">455,975</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">309,272</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">370,206</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">400,108</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">369,310</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">239,041</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">288,348</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">310,763</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">303,462</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Other expense
(recovery)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(12,331</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5,850</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Depreciation &#038;
Amortization</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">246,090</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">250,528</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">255,857</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">248,319</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">256,427</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">261,666</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">273,851</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">235,861</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">247,227</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">246,534</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">251,836</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Operating income</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">135,767</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">195,261</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">200,118</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">60,953</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">113,779</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">138,442</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">95,459</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">15,511</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">41,121</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">64,229</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">45,776</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Interest on
long-term debt</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(124,144</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(118,840</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(116,359</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(123,547</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(128,010</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(121,944</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(115,364</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(108,635</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(118,035</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(133,107</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(131,502</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Other income
(expense)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(75,383</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(41,775</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">29,676</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">109,620</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">96,860</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(12,045</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">50,558</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(12,241</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(216,923</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(48,692</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">798,569</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Income tax
recovery (expense)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(1,453</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(3,555</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(3,371</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(7,132</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(3,372</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(3,039</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">36,400</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(10,367</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">105,365</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">11,564</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(31,832</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Non-controlling
interest</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">423</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(25,596</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(48,480</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(16,158</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(25,197</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(18,854</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,784</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">18,169</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(324</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6,241</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">17,145</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Net income
(loss)&nbsp;for the
period</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(64,790</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5,495</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">61,584</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">23,736</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">54,060</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(17,440</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">68,837</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(97,563</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(188,796</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(99,765</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">698,156</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Net income
(loss)&nbsp;per share
- -basic</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">$</TD>
    <TD align="right">(0.33</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">$</TD>
    <TD align="right">(0.03</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">0.20</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">0.06</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">0.18</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">$</TD>
    <TD align="right">(0.13</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">0.24</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">$</TD>
    <TD align="right">(0.53</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">$</TD>
    <TD align="right">(0.96</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">$</TD>
    <TD align="right">(0.68</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">3.22</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Operating
profit margin %
<SUP>(3)</SUP></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Consolidated</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">30.2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">33.2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">31.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">27.7</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">31.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">33.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">28.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">24.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">27.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">28.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">26.4</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Other Statistics</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">&nbsp;</TD>
    <TD align="right">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&nbsp;</TD>
    <TD align="right">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&nbsp;</TD>
    <TD align="right">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&nbsp;</TD>
    <TD align="right">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&nbsp;</TD>
    <TD align="right">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&nbsp;</TD>
    <TD align="right">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&nbsp;</TD>
    <TD align="right">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&nbsp;</TD>
    <TD align="right">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&nbsp;</TD>
    <TD align="right">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&nbsp;</TD>
    <TD align="right">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&nbsp;</TD>
    <TD align="right">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Property,
plant and equipment expenditures</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">228,666</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">218,267</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">221,147</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">188,950</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">222,312</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">244,722</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">307,758</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">242,043</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">324,656</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">305,359</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">389,925</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Property, plant
and equipment</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5,037,873</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5,016,443</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5,007,141</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5,004,390</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4,981,017</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4,975,265</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5,039,304</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4,739,519</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4,839,198</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4,904,965</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5,051,998</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Total Assets</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">8,606,593</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">8,761,089</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">8,794,097</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">8,446,249</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">8,791,553</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">8,481,103</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">8,465,495</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">9,460,899</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">9,469,818</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">9,477,272</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">8,524,503</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Total long-term
debt, including
current portion
<SUP>(4)</SUP></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5,674,517</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5,587,164</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5,287,830</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5,727,561</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5,777,974</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5,356,314</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5,305,016</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5,766,770</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6,048,900</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6,053,303</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5,687,471</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Shareholders&#146; equity</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,708,771</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,946,787</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,006,238</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,459,611</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,736,140</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,714,462</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,767,380</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,312,778</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,122,742</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">711,376</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,404,035</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Body --></TABLE>
</DIV>




<P>
<HR size="1" width="18%" align="left" noshade>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top">
    <TD width="1%" nowrap align="right"><SUP>1.</SUP></TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%"><SUP>Effective January&nbsp;1, 2004, we adopted new accounting standards regarding the timing of revenue recognition and the classification of certain items as revenue or
expense; see the &#147;New Accounting Standards &#151; Revenue Recognition&#148; section for further details with respect to the impact of this reclassification. All periods presented
above are prepared on a consistent basis.</SUP></TD>
</TR>

<TR><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD width="1%" nowrap align="right"><SUP>2.</SUP></TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%"><SUP>Operating profit should not be considered as a substitute or alternative for operating income or net income, in each case determined in accordance with generally
accepted accounting principles (&#147;GAAP&#148;). See the &#147;Reconciliation to Net Income (Loss)&#148; section for a reconciliation of operating profit to operating income and net
income (loss)&nbsp;under GAAP; and the &#147;Key Performance Indicators and Non-GAAP Measures &#151; Operating Profit&#148; section.</SUP></TD>
</TR>

<TR><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD width="1%" nowrap align="right"><SUP>3.</SUP></TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%"><SUP>As defined &#151; see the &#147;Key Performance Indicators Non-GAAP Measures &#151; Operating Profit Margin&#148; section and as calculated below.</SUP></TD>
</TR>

<TR><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD width="1%" nowrap align="right"><SUP>4.</SUP></TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%"><SUP>Total long-term debt, including current portion, has been presented to include the effect of cross-currency interest rate exchange agreements for all periods.</SUP></TD>
</TR>

</TABLE>


<P align="center" style="font-size: 10pt">42
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">





<P align="left" style="font-size: 10pt"><B>Rogers Communications Inc.</B><BR><B>
Unaudited Consolidated Statements of Income</B>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head --><TR valign="bottom">
    <TD width="60%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>Three Months Ended September 30,</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>Nine Months Ended September 30,</B><HR size="1" noshade></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>(In thousands of dollars, except</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>&nbsp;</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>&nbsp;</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>&nbsp;</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>&nbsp;</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>per share amounts)</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2004</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2003</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2004</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2003</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Operating revenue (Note 1 (d))</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,433,688</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,211,623</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">4,041,932</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">3,500,216</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Cost of sales (Note 1 (d))</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">220,730</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">154,075</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">566,193</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">438,746</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Sales and marketing costs
(Note 1 (d))</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">203,640</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">175,488</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">591,717</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">522,375</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Operating, general and
administrative expenses (Note 1
(d))</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">553,343</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">481,954</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,600,401</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,459,509</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Depreciation and amortization</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">255,857</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">261,666</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">752,475</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">766,413</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Operating income</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">200,118</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">138,440</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">531,146</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">313,173</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Interest on long-term debt</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(116,359</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(121,944</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(359,343</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(373,501</TD>
    <TD nowrap>)</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">83,759</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">16,496</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">171,803</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(60,328</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Gain on sale of other investments</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,513</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">12,892</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5,479</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">12,892</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Writedown of investments</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(4,080</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Losses from investments
accounted for by the equity method</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(3,433</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(11,490</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(19,633</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(37,051</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Foreign exchange gain (loss)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">35,804</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5,378</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(88,566</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">242,064</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Change in the fair value of
derivative instruments</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(7,919</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">28,073</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Loss on repayment of
long-term debt</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(17,242</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(20,327</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(24,839</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Investment and other income</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3,711</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(1,583</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">11,572</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,370</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Income before income taxes
and non-controlling interest</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">113,435</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4,451</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">84,321</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">134,108</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Income tax expense</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Current</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3,371</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3,039</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">8,379</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">10,359</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Future</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3,185</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3,371</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3,039</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">8,379</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">13,544</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Income before non-controlling
interest</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">110,064</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,412</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">75,942</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">120,564</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Non-controlling interest</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(48,480</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(18,854</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(73,653</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(60,210</TD>
    <TD nowrap>)</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Net income (loss)&nbsp;for the
period</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">61,584</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">$</TD>
    <TD align="right">(17,442</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">2,289</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">60,354</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Earnings (loss)&nbsp;per share
(Note 8)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:30px; text-indent:-10px">Basic</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">0.20</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">$</TD>
    <TD align="right">(0.13</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">$</TD>
    <TD align="right">(0.16</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">0.11</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-10px">Diluted</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0.19</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(0.13</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(0.16</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0.10</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Body --></TABLE>
</DIV>



<P align="left" style="font-size: 10pt">See accompanying Notes to Unaudited Interim Consolidated Financial Statements.




<P align="center" style="font-size: 10pt">43
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt"><B>Rogers Communications Inc.</B><BR><B>
Unaudited Consolidated Statements of Cash Flows</B>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head --><TR valign="bottom">
    <TD width="60%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>Three Months Ended September 30,</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>Nine Months Ended September 30,</B><HR size="1" noshade></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>(In thousands of dollars)</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2004</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2003</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2004</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2003</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><B>Cash provided by (used in):</B></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><B>Operating activities:</B></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Net income (loss)&nbsp;for the
period</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">61,584</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">$</TD>
    <TD align="right">(17,442</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">2,289</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">60,354</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Adjustments to reconcile net
income (loss)&nbsp;to cash flows from
operating activities:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:40px; text-indent:-10px">Depreciation
and amortization</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">255,857</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">261,666</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">752,475</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">766,413</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:40px; text-indent:-10px">Gain on sale
of other
investments</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(1,513</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(12,892</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(5,479</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(12,892</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:40px; text-indent:-10px">Writedown of
investments</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4,080</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:40px; text-indent:-10px">Losses from
investments
accounted for by
the equity method</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3,433</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">11,490</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">19,633</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">37,051</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:40px; text-indent:-10px">Unrealized
foreign exchange
(gain)&nbsp;loss</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(34,197</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(4,094</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">87,718</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(237,259</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:40px; text-indent:-10px">Change in fair
value of derivative
instruments</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">7,919</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(28,073</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:40px; text-indent:-10px">Loss on
repayment of
long-term debt</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">17,242</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">20,327</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">24,839</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:40px; text-indent:-10px">Accreted
interest due on
repayment of
certain notes
payable</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,546</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,529</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">7,589</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">7,728</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:40px; text-indent:-10px">Dividends from
associated
companies</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,124</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">249</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,498</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">624</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:40px; text-indent:-10px">Future income
taxes</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3,185</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:40px; text-indent:-10px">Non-controlling
interest</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">48,480</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">18,854</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">73,653</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">60,210</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">345,233</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">277,602</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">935,710</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">710,253</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:40px; text-indent:-10px">Change in
non-cash working
capital items (Note 13)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">11,495</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">83,643</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(120,335</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(9,428</TD>
    <TD nowrap>)</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">356,728</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">361,245</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">815,375</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">700,825</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><B>Financing activities:</B></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Issue of long-term debt</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">28,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">236,500</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,407,550</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,334,900</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Repayment of long-term debt</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(134,539</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(654,908</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(2,429,712</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(1,436,527</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Proceeds on termination of
cross-currency interest rate
exchange agreements</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">58,416</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Premium on repayment of
long-term debt</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(13,032</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(49,188</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(19,348</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-10px">Financing costs incurred</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(18,671</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(6,220</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:30px; text-indent:-10px">Issue of capital stock</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3,322</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4,009</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">263,914</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">248,046</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Dividends on Preferred shares
and distributions on
Convertible Preferred Securities</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(8,250</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(8,250</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(24,750</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(24,750</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Dividends on Class&nbsp;B
Non-Voting, Class&nbsp;A Voting and
Series&nbsp;E Preferred shares</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(11,745</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(11,607</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(23,422</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(11,607</TD>
    <TD nowrap>)</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(123,212</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(447,288</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">184,137</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">84,494</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><B>Investing activities:</B></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Property, plant and equipment
(&#147;PP&#038;E&#148;) expenditures</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(221,147</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(244,722</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(668,080</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(655,984</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Change in non-cash working
capital items related to PP&#038;E
(Note 1(a))</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">34,493</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6,631</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">16,095</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(96,337</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Proceeds on sale of other
investments</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,496</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">15,696</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">7,768</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">15,696</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Acquisition of Toronto Blue
Jays</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(30,000</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(69,111</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Acquisitions of subsidiary
companies, net of cash acquired</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(1,483</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(21,260</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Acquisition of spectrum
licences</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(5,913</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Other</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(3,645</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(20,700</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(31,755</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(54,305</TD>
    <TD nowrap>)</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(220,286</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(243,095</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(772,256</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(790,930</TD>
    <TD nowrap>)</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Increase in cash</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">13,230</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(329,138</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">227,256</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(5,611</TD>
    <TD nowrap>)</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Cash (deficiency), beginning of period</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">203,738</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">350,411</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(10,288</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">26,884</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><B>Cash, end of period</B></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">216,968</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">21,273</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">216,968</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">21,273</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Body --></TABLE>
</DIV>



<P align="left" style="font-size: 10pt"><I>Cash and cash equivalents are defined as cash and short-term deposits which have an original
maturity of less than 90&nbsp;days, less bank advances</I>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head --><TR valign="bottom">
    <TD width="60%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>Three Months Ended September 30,</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>Nine Months Ended September 30,</B><HR size="1" noshade></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>(In thousands of dollars)</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2004</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2003</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2004</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2003</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><B>Supplemental cash flow
information:</B></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Interest paid</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">100,888</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">80,863</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">329,054</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">316,660</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Income taxes
paid</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,818</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">19,921</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">9,490</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">27,692</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><B>Supplemental disclosure of
non-cash financing and investing
activities:</B></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Class&nbsp;B
Non-Voting shares
issued on
conversion of
Series&nbsp;B and E
Convertible
Preferred shares</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">851</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">12</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Class&nbsp;B
Non-Voting shares
issued in
consideration for
acquisition of
shares of Cogeco
Cable Inc.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">35,181</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Body --></TABLE>
</DIV>



<P align="left" style="font-size: 10pt">See accompanying Notes to Unaudited Interim Consolidated Financial Statements.


<P align="center" style="font-size: 10pt">44
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt"><B>Rogers Communications Inc.</B><BR><B>
Unaudited Consolidated Balance Sheets</B>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head --><TR valign="bottom">
    <TD width="80%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>September 30,</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>December 31,</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>(In thousands of dollars)</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2004</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2003</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><B>Assets</B></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><B>Current assets</B></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Accounts receivable</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">599,677</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">550,830</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Cash and cash equivalents</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">216,968</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Other current assets</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">231,164</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">178,993</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,047,809</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">729,823</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Property, plant and equipment</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5,007,141</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5,039,304</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Goodwill</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,985,572</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,891,636</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Other intangible assets</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">431,638</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">400,219</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Investments (Note 2)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">128,060</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">229,221</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Deferred charges</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">119,780</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">142,480</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Other long term assets</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">59,097</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">32,812</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">8,779,097</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">8,465,495</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><B>Liabilities and Shareholders&#146; Equity</B></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><B>Liabilities</B></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><B>Current liabilities</B></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Bank advances, arising from outstanding cheques</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">10,288</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Accounts payable and accrued liabilities</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">937,119</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,021,559</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Current portion of long-term debt (Note 4)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">371,668</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">11,498</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Current portion of derivative instruments (Note 5)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">41,764</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Unearned revenue</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">106,616</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">97,577</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,457,167</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,140,922</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Long-term debt (Note 4)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4,472,974</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4,958,734</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Derivative instruments (Note 5)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">401,424</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">334,784</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Deferred transitional gain (Note 6)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">76,224</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">19,225</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Other long term liabilities</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">82,958</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">51,108</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6,490,747</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6,504,773</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Non-controlling interest</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">282,112</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">193,342</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Shareholders&#146; equity (Note 7)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,006,238</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,767,380</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">8,779,097</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">8,465,495</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Body --></TABLE>
</DIV>



<P align="left" style="font-size: 10pt">Canadian and United States accounting policy differences (Note 15)<BR>
Subsequent events (Note 16)<BR>
Contingent liabilities (Note 17)


<P align="left" style="font-size: 10pt">See accompanying Notes to Unaudited Interim Consolidated Financial Statements.



<P align="center" style="font-size: 10pt">45
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">




<P align="left" style="font-size: 10pt"><B>Rogers Communications Inc.</B><BR><B>
Unaudited Consolidated Statements of Deficit</B>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head --><TR valign="bottom">
    <TD width="80%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Nine Months Ended</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Nine Months Ended</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>September 30,</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>September 30,</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>(In thousands of dollars)</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2004</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2003</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Deficit, beginning of period</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">$</TD>
    <TD align="right">(339,436</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">$</TD>
    <TD align="right">(415,589</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Adjustment for stock-based compensation (Note 1(c))</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(7,025</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">As restated</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(346,461</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(415,589</TD>
    <TD nowrap>)</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Net income for the period</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,289</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">60,354</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Dividends on Class&nbsp;A Voting shares and Class&nbsp;B Non-Voting shares</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(11,745</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(11,602</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Dividends on Series&nbsp;E Preferred shares</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(6</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Distribution on Convertible Preferred Securities</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(24,750</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(21,546</TD>
    <TD nowrap>)</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Deficit, end of period</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">$</TD>
    <TD align="right">(380,667</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">$</TD>
    <TD align="right">(388,389</TD>
    <TD nowrap>)</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Body --></TABLE>
</DIV>



<P align="left" style="font-size: 10pt">See accompanying notes to Unaudited Interim Consolidated Financial Statements.


<P align="center" style="font-size: 10pt">46
</DIV>

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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt"><B>Rogers Communications Inc.<BR>
Notes to Unaudited Consolidated Financial Statements<BR>
Three Months and Nine Months Ended September&nbsp;30, 2004 and 2003</B>


<P align="left" style="font-size: 10pt">These interim unaudited Consolidated Financial Statements do not include all of the
disclosures required by Canadian generally accepted accounting principles (GAAP). They should be
read in conjunction with the audited Consolidated Financial Statements, including the Notes
thereto, for the year ended December&nbsp;31, 2003.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left"><B>1.</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B>Basis of Presentation and Accounting Policies:</B></TD>
</TR>

</TABLE>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The interim Consolidated Financial Statements include the accounts of Rogers Communications
Inc. and its subsidiaries (collectively &#147;Rogers&#148; or &#147;the Company&#148;). The Notes presented in these
interim Consolidated Financial Statements include only significant changes and transactions
occurring since the Company&#146;s last year-end, and are not fully inclusive of all matters normally
disclosed in the Company&#146;s annual audited Consolidated Financial Statements.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>These interim Consolidated Financial Statements follow the same accounting policies and
methods of application as the most recent annual financial statements, except that certain
comparative figures have been reclassified and the following policies have been adopted in the nine
months ended September&nbsp;30, 2004:</TD>
</TR>

</TABLE>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left"><I>(a)</I></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><I>GAAP Hierarchy</I></TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>In June&nbsp;2003, the Canadian Institute of Chartered
Accountants (CICA)&nbsp;released Handbook Section&nbsp;1100, &#147;Generally
Accepted Accounting Principles&#148;. Previously, there had been no
clear definition of the order of authority for sources of GAAP.
This standard established standards for financial reporting in
accordance with Canadian GAAP and applies to the Company&#146;s 2004
fiscal year. This section also provides guidance on sources to
consult when selecting accounting policies and on appropriate
disclosures when a matter is not dealt with explicitly in the
primary sources of GAAP.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The Company has reviewed this new standard, and as a result
has adopted a classified balance sheet presentation since it
believes the historical industry practice of a declassified
balance sheet presentation is no longer appropriate.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>In addition, within the Company&#146;s Consolidated Statements of
Cash Flows, it has reclassified the change in non-cash working
capital items related to PP&#038;E to investing activities. This
change had the impact of decreasing cash used in investing
activities on the Statements of Cash Flows, compared to the
previous method, by $34.5&nbsp;million and by $6.6&nbsp;million in the
three months ended September&nbsp;30, 2004 and 2003, respectively. For
the nine months ended September&nbsp;30, 2004 cash used in investing
activities on the Statements of Cash Flows decreased by $16.1
million and for the nine months ended September&nbsp;30, 2003 this
change had the impact of increasing cash used in investing
activities on the Statements of Cash Flows by $96.3&nbsp;million. In
all periods, the corresponding change was to non-cash working
capital items within operating activities.</TD>
</TR>







</TABLE>
<P align="center" style="font-size: 10pt">47
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">


</TABLE>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left"><I>(b)</I></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><I>Hedging Relationships</I></TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>In November&nbsp;2001, the CICA issued Accounting Guideline 13,
&#147;Hedging Relationships&#148; (&#147;AcG-13&#148;), and in November&nbsp;2002, it
amended the effective date of the guideline. AcG-13 established
new criteria for hedge accounting with application to all hedging
relationships in effect on or after January&nbsp;1, 2004. Effective
January&nbsp;1, 2004, the Company determined that it would not account
for its derivative instruments, including cross-currency interest
rate exchange agreements and forward exchange agreements, as
hedges for accounting purposes and consequently began to account
for such derivatives on a mark-to-market basis with resulting
gains or losses recorded in or charged against income.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>This resulted in the recognition in the Consolidated
Statement of Income of an unrealized gain related to the change
in fair value of the exchange agreements of $36.0&nbsp;million for the
six months ended June&nbsp;30, 2004. A loss of $87.2&nbsp;million was also
recognized for the six months ended June&nbsp;30, 2004, related to the
unrealized foreign exchange on the debt previously hedged.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The Company also adjusted the carrying value of these
instruments from $334.8&nbsp;million at December&nbsp;31, 2003 to the fair
value of $388.2&nbsp;million on January&nbsp;1, 2004. The corresponding
transitional loss of $53.4&nbsp;million was deferred and amortized to
income over the remaining life of the underlying debt
instruments. Amortization for the six months ended June&nbsp;30, 2004
totalled $3.3&nbsp;million.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Effective July&nbsp;1, 2004, the Company met the requirements for
hedge accounting under AcG-13 for certain of our instruments, and
consequently, on a prospective basis, began to treat
approximately US$2,773.4&nbsp;million notional amount of the aggregate
US$2,885.3&nbsp;million, or 96.1% of these exchange agreements as
hedges, for accounting purposes, against foreign exchange
fluctuations on US$2,773.4&nbsp;million of US dollar-denominated debt.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Under hedge accounting, the foreign exchange gains and
losses arising on the translation of the U.S. dollar-denominated
debt at the end of each accounting period are hedged by the equal
and offsetting foreign exchange gains and losses relating to the
swaps that are designated as hedges.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>A new transitional adjustment arising on the change from
mark-to-market accounting to hedge accounting was therefore
calculated as at July&nbsp;1, 2004, resulting in a deferred
transitional gain of $74.8, million which will be amortized to
income over the shorter of the remaining life of the debt and the
term of the exchange agreements. Amortization of this
transitional gain from July&nbsp;1, 2004 to September&nbsp;30, 2004
totalled $3.1&nbsp;million.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Certain other cross-currency interest rate exchange
agreements will continue not to be accounted for as hedges as
they do not meet the requirements for hedge accounting under
AcG-13. Approximately US$111.83&nbsp;million notional amount of
exchange agreements will continue to be accounted for on a
mark-to-market basis. The fair value of these exchange agreements
of $9.4&nbsp;million at September&nbsp;30, 2004 was recorded in other
long-term liabilities.</TD>
</TR>

</TABLE>

<P align="center" style="font-size: 10pt">48
</DIV>

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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left"><I>(c)</I></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><I>Stock-Based Compensation</I></TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Effective January&nbsp;1, 2004, Canadian GAAP requires the
Company to calculate the fair value of stock-based compensation
awarded to employees and to expense the fair value over the
vesting period of the stock options. In accordance with the
transition rules, the Company determined the fair value of stock
options granted to employees since January&nbsp;1, 2002, using the
Black-Scholes Option Pricing Model, and recorded an adjustment to
opening retained earnings in the amount of $7.0&nbsp;million,
representing the expense for the 2002 and 2003 fiscal years. The
offset to retained earnings is an increase in contributed
surplus. Stock-based compensation expense of $3.3&nbsp;million and
$11.5&nbsp;million have been recorded for the three months ended
September&nbsp;30, 2004 and the nine months ended September&nbsp;30, 2004,
respectively.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left"><I>(d)</I></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><I>Revenue Recognition</I></TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Effective January&nbsp;1, 2004, the Company adopted new Canadian
accounting standards including CICA Emerging Issues Committee
Abstract 142 issued in December&nbsp;2003, regarding the timing of
revenue recognition and the classification of certain items as
revenue or expense.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>As a result of the adoption of these new accounting
standards, the following changes to the recognition and
classification of revenue and expenses have been made for all
periods presented:</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Cable installation fee revenue from both new connects and
re-connects is deferred and amortized over the estimated life of
the subscriber, which the Company has determined based on churn,
transfers of service and moves to be approximately four years.
Re-connect 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 September&nbsp;30, 2004,
the revenue deferred with respect to installations was $6.3
million and re-connect costs deferred were $4.1&nbsp;million.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Wireless activation fees are now classified as equipment
revenue. Previously, these amounts were classified as network
revenue.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Recoveries from new and existing subscribers from the sale
of wireless and cable equipment are now classified as equipment
revenue. Previously, these amounts were recorded as a reduction
to expense.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Certain other recoveries from Wireless and Cable subscribers
related to collections activities are recognized immediately upon
sale and are now recorded in revenue. Previously, these amounts
were recorded as a recovery of operating, general and
administrative expenses.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Wireless equipment subsidies provided to new and existing
subscribers are now classified as a reduction to equipment
revenue. Previously, these amounts were recorded as sales expense
in the case of a new subscriber, and as operating, general and
administrative expense in the case of an existing subscriber.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Wireless equipment costs for equipment provided under
retention programs to existing subscribers are now recorded as
cost of equipment sales. Previously, these amounts were recorded
as operating, general and administrative expense.</TD>
</TR>







</TABLE>
<P align="center" style="font-size: 10pt">49
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">


</TABLE>

<P align="left" style="font-size: 10pt">The effect of the adoption on the financial results of Wireless is as follows:


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head --><TR valign="bottom">
    <TD width="36%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="15"><B>Three Months Ended September 30,</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="15"><B>Nine Months Ended September 30,</B><HR size="1" noshade></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>(In millions of dollars)</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>2004</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>2003</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>2004</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>2003</B><HR size="1" noshade></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>After</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Prior to</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>After</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Prior to</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>After</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Prior to</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>After</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Prior to</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Adoption</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Adoption</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Adoption</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Adoption</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Adoption</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Adoption</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Adoption</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Adoption</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Network revenue</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">635.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">636.7</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">538.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">540.7</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,772.4</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,777.2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,493.4</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,499.1</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Equipment sales</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">85.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">92.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">49.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">59.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">197.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">214.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">124.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">158.4</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">721.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">729.2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">588.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">599.7</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,969.9</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,991.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,618.2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,657.5</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Cost of equipment sales</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">151.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">87.2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">94.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">58.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">357.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">207.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">252.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">160.9</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Sales and marketing
expenses</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">89.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">132.2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">85.2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">120.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">266.4</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">378.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">250.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">349.6</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Operating, general and
administrative expenses</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">210.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">240.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">186.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">198.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">609.7</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">668.9</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">555.4</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">586.2</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Body --></TABLE>
</DIV>



<P align="left" style="font-size: 10pt">The effect of the adoption on the financial results of Cable is as follows:


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head --><TR valign="bottom">
    <TD width="36%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="15"><B>Three months ended September 30,</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="15"><B>Nine months ended September 30,</B><HR size="1" noshade></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>(in millions of dollars)</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>2004</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>2003</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>2004</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>2003</B><HR size="1" noshade></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>After</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Prior to</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>After</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Prior to</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>After</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Prior to</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>After</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Prior to</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Adoption</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Adoption</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Adoption</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Adoption</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Adoption</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Adoption</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Adoption</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Adoption</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Operating revenue</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">489.4</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">483.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">445.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">441.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,437.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,425.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,313.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,298.5</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Sales and marketing
expenses</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">68.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">69.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">49.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">49.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">186.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">188.4</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">146.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">147.8</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Operating, general and
administrative expenses</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">211.9</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">204.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">199.7</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">195.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">627.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">612.7</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">587.7</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">574.7</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Body --></TABLE>
</DIV>



<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left"><I>(e)</I></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><I>Significant Accounting Policies &#151; Blue Jays</I></TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The following reflects the significant accounting policy of
the Toronto Blue Jays Baseball Club (the &#147;Blue Jays&#148;), which is
consolidated as of July&nbsp;31, 2004:</TD>
</TR>

</TABLE>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">(i)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Revenue Recognition: The Blue Jays&#146;
revenue, which is composed primarily
of home game admission and concession
revenue, is recognized as the related
games are played during the baseball
season. Revenue from radio and
television agreements is recorded at
the time the related games are aired.
The Blue Jays receive revenue from
the Major League Baseball (MLB)
Revenue Sharing Agreement that which
distributes funds to and from member
clubs, based on the clubs&#146; revenues,
in an effort to subsidize
lower-revenue-generating clubs. This
revenue is recognized in the season
in which it is earned, when the
amount is estimable and
collectibility is reasonably assured.</TD>
</TR>




</TABLE>
<P align="center" style="font-size: 10pt">50
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">



</TABLE>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left"><B>2.</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B>Investments:</B></TD>
</TR>

</TABLE>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head --><TR valign="bottom">
    <TD width="40%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="25%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>September 30,</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>December 31,</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>(In thousands of dollars)</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2004</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2003</B><HR size="1" noshade></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Quoted</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>&nbsp;</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>&nbsp;</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Market</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Book</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Book</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left" colspan="5"><B>Description</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Value</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Value</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Value</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #eeeeee">
    <TD colspan="5" align="left"><B>Investments accounted for by the equity method</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Blue Jays Holdco</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">95,720</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Other</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5,594</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5,055</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5,594</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">100,775</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD colspan="5" align="left"><B>Investments accounted for by the
cost method, net of writedowns</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="5" align="left"><B>Publicly traded companies:</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>


<TR valign="bottom" style="background: #eeeeee">
    <TD nowrap><DIV style="margin-left:10px; text-indent:-10px">Cogeco Cable Inc.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7,253,800&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Subordinate Voting Common Shares</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="center">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">157,770</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">75,758</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">75,758</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD nowrap><DIV style="margin-left:10px; text-indent:-10px">Cogeco Inc.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2,724,800&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Subordinate Voting Common Shares</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="center">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">52,452</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">28,610</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">28,610</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Other publicly traded companies</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">19,904</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3,550</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">7,508</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">230,126</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">107,918</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">111,876</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><B>Private companies</B></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">14,548</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">16,570</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><B>$</B></TD>
    <TD align="right"><B>128,060</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><B>$</B></TD>
    <TD align="right"><B>229,221</B></TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Body --></TABLE>
</DIV>



<P align="left" style="font-size: 10pt"><I>Blue Jays Holdco</I>


<P align="left" style="font-size: 10pt">On January&nbsp;5, 2004, the Company paid the remaining amount due related to the purchase of the
20% minority interest in the Blue Jays for approximately $39.1&nbsp;million. This payment had no impact
on the carrying value of the investment, as this liability was recorded at the date of acquisition.



<P align="left" style="font-size: 10pt">Effective April&nbsp;1, 2001, Rogers Telecommunications Ltd. (&#147;RTL&#148;), a company controlled by the
controlling shareholder of the Company, acquired the Class&nbsp;A Preferred Shares of a subsidiary of
RCI that owns the Blue Jays (&#147;Blue Jays Holdco&#148;) for $30.0&nbsp;million. On July&nbsp;31, 2004, Blue Jays
Holdco redeemed and cancelled the 30,000 Class&nbsp;A Preferred shares for $30.0&nbsp;million, resulting in
Blue Jays Holdco becoming a wholly-owned subsidiary of the Company. This redemption had no impact
on net income, as the Company had previously recorded 100% of the losses of Blue Jays Holdco.





<P align="center" style="font-size: 10pt">51
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<P align="left" style="font-size: 10pt">As a result of the consolidation of the Blue Jays, the net assets included on consolidation
effective July&nbsp;31, 2004 are as follows:


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head --><TR valign="bottom">
    <TD width="90%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>As at</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>(In thousands of dollars)</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>July 31, 2004</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Assets:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Accounts receivable</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">32,169</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Cash and cash equivalents</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">70</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Other current assets</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3,334</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Property, plant and equipment</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">7,166</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Goodwill</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">95,509</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Intangible assets</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">27,524</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Other long-term assets</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">36,913</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">202,685</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Liabilities:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Accounts payable and accrued liabilities</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">27,822</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Unearned revenue</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">10,869</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Other long-term liabilities</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">31,151</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">69,842</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Net reduction in investment</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">$</TD>
    <TD align="right">(132,843</TD>
    <TD nowrap>)</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Body --></TABLE>
</DIV>



<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left"><B>3.</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B>Acquisitions:</B></TD>
</TR>

</TABLE>

<P align="left" style="font-size: 10pt">On January&nbsp;2, 2004, the Company entered into a partnership with CTV Specialty Television Inc.
(&#147;CTV&#148;) in which it acquired 50% of CTV&#146;s mobile production and distribution business. The interest
in the partnership, &#147;Dome Productions&#148;, was acquired for cash of $21.3&nbsp;million, net of cash
acquired. The final purchase price is subject to adjustments for working capital items and the
allocation of the purchase price to the net assets acquired is not yet finalized.


<P align="center" style="font-size: 10pt">52
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left"><B>4.</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B>Long-Term Debt:</B></TD>
</TR>

</TABLE>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head --><TR valign="bottom">
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="58%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Interest</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>September 30,</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>December 31,</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left" colspan="3"><B>(in thousands of dollars)</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Rate</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2004</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2003</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #eeeeee">
    <TD align="left" valign="top"><B>(A)</B></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left"><B>Corporate:</B></TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">(i)</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px">Convertible Debentures, due 2005</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">5.75</TD>
    <TD nowrap valign="top">%</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">$</TD>
    <TD align="right" valign="top">272,436</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">271,197</TD>
    <TD valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">(ii)</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px">Senior Notes, due 2006</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">10.50</TD>
    <TD nowrap valign="top">%</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">75,000</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">75,000</TD>
    <TD valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top"><HR size="1" noshade></TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top"><HR size="1" noshade></TD>
    <TD valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">347,436</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">346,197</TD>
    <TD valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD align="left" valign="top"><B>(B)</B></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left"><B>Cable:</B></TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">(i)</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px">Bank credit facilities</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="right">Floating</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&#151;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">36,000</TD>
    <TD valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">(ii)</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px">Senior Secured Second Priority Notes, due 2005</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">10.00</TD>
    <TD nowrap valign="top">%</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">368,469</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">376,777</TD>
    <TD valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">(iii)</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px">Senior Secured Second Priority Notes, due 2007</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">7.60</TD>
    <TD nowrap valign="top">%</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">450,000</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">450,000</TD>
    <TD valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">(iv)</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px">Senior Secured Second Priority Notes, due 2012</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">7.875</TD>
    <TD nowrap valign="top">%</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">442,365</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">452,340</TD>
    <TD valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">(v)</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px">Senior Secured Second Priority Notes, due 2013</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">6.25</TD>
    <TD nowrap valign="top">%</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">442,365</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">452,340</TD>
    <TD valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">(vi)</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px">Senior
Secured Second Priority Debentures, due 2014</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">5.50</TD>
    <TD nowrap valign="top">%</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">442,365</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&#151;</TD>
    <TD valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">(vii)</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px">Senior
Secured Second Priority Debentures, due 2014</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">9.65</TD>
    <TD nowrap valign="top">%</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&#151;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">300,000</TD>
    <TD valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">(viii)</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px">Senior Second Priority Debentures, due 2032</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">8.75</TD>
    <TD nowrap valign="top">%</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">252,780</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">258,480</TD>
    <TD valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">(ix)</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px">Senior Subordinated Debentures, due 2015</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">11.00</TD>
    <TD nowrap valign="top">%</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">143,674</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">146,914</TD>
    <TD valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top"><HR size="1" noshade></TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top"><HR size="1" noshade></TD>
    <TD valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">2,542,018</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">2,472,851</TD>
    <TD valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="left" valign="top"><B>(C)</B></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left"><B>Wireless:</B></TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">(i)</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px">Bank credit facilities</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="right">Floating</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&#151;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">138,000</TD>
    <TD valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">(ii)</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px">Senior Secured Notes, due 2006</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">10.50</TD>
    <TD nowrap valign="top">%</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">160,000</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">160,000</TD>
    <TD valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">(iii)</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px">Senior Secured Notes, due 2007</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">8.30</TD>
    <TD nowrap valign="top">%</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&#151;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">253,453</TD>
    <TD valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">(iv)</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px">Senior Secured Debentures, due 2008</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">9.375</TD>
    <TD nowrap valign="top">%</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&#151;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">430,589</TD>
    <TD valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">(v)</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px">Senior Secured Notes, due 2011</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">9.625</TD>
    <TD nowrap valign="top">%</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">619,311</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">633,276</TD>
    <TD valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">(vi)</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px">Senior Secured Notes, due 2014</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">6.375</TD>
    <TD nowrap valign="top">%</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">947,925</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&#151;</TD>
    <TD valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">(vii)</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px">Senior Secured Debentures, due 2016</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">9.75</TD>
    <TD nowrap valign="top">%</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">195,778</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">200,193</TD>
    <TD valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">(viii)</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px">Senior Subordinated Notes, due 2007</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">8.80</TD>
    <TD nowrap valign="top">%</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&#151;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">231,443</TD>
    <TD valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top"><HR size="1" noshade></TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top"><HR size="1" noshade></TD>
    <TD valign="top">&nbsp;</TD>
</TR>


<TR valign="bottom" style="background: #eeeeee">
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">1,923,014</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">2,046,954</TD>
    <TD valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="left" valign="top"><B>(D)</B></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left"><B>Media:</B></TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px">Bank credit facility &#151; Media</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="right">Floating</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&#151;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">63,500</TD>
    <TD valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="5" valign="top" align="left"><B>Obligations under mortgages and capital leases and other</B></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="right">Various</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">32,174</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">40,730</TD>
    <TD valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top"><HR size="1" noshade></TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top"><HR size="1" noshade></TD>
    <TD valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">4,844,642</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">4,970,232</TD>
    <TD valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="5" valign="top" align="left"><B>Less current portion (Note 5)</B></TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">(371,668</TD>
    <TD nowrap valign="top">)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">(11,498</TD>
    <TD nowrap valign="top">)</TD>
</TR>

<TR style="font-size: 1px">
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top"><HR size="1" noshade>&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top"><HR size="1" noshade>&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">$</TD>
    <TD align="right" valign="top">4,472,974</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">$</TD>
    <TD align="right" valign="top">4,958,734</TD>
    <TD valign="top">&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top"><HR size="4" noshade>&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top"><HR size="4" noshade>&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
</TR>

<!-- End Table Body --></TABLE>
</DIV>



<P align="left" style="font-size: 10pt"><I>Issued:</I>


<P align="left" style="font-size: 10pt">On February&nbsp;20, 2004, Wireless issued US$750.0&nbsp;million 6.375% Senior Secured Notes due 2014.



<P align="left" style="font-size: 10pt">On March&nbsp;26, 2004, Wireless entered into US$750.0&nbsp;million notional amount of cross-currency
interest rate exchange agreements to reduce Wireless&#146; exposure to changes in the exchange rate of
the U.S. dollar as compared to the Canadian dollar.



<P align="left" style="font-size: 10pt">On March&nbsp;8, 2004, Cable issued US$350.0&nbsp;million 5.50% Senior Secured Second Priority Notes,
due 2014.


<P align="center" style="font-size: 10pt">53
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt"><I>Redeemed:</I>


<P align="left" style="font-size: 10pt">On February&nbsp;20, 2004, Wireless unwound US$333.2&nbsp;million cross-currency interest rate exchange
agreements for cash proceeds of $58.4&nbsp;million. On March&nbsp;26, 2004, Wireless redeemed its US$196.1
million Senior Secured Notes, US$179.1&nbsp;million Senior Subordinated Notes and US$333.2&nbsp;million
Senior Secured Debentures for an aggregate US$734.7&nbsp;million, including payment of redemption
premiums. These transactions resulted in a loss on the repayment of long-term debt of $2.3&nbsp;million,
which consisted of redemption premiums of $34.7&nbsp;million and $7.8&nbsp;million related to the write-off
of deferred financing costs, offset by a $40.2&nbsp;million gain on the release of the deferred
transition gain related to the cross-currency interest rate exchange agreements that were unwound
during the quarter.



<P align="left" style="font-size: 10pt">On February&nbsp;23, 2004, Cable redeemed $300.0&nbsp;million of its Senior Secured Second Priority
Debentures for $314.5&nbsp;million including redemption premiums, resulting in a loss on the repayment
of debt of $18.0&nbsp;million.



<P align="left" style="font-size: 10pt">See also Note 15 for subsequent events related to long-term debt.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left"><B>5.</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B>Derivative Instruments:</B></TD>
</TR>

</TABLE>

<P align="left" style="font-size: 10pt">The carrying value of the derivative instruments represents the impact of the differences in
foreign exchange rates under the cross-currency interest rate exchange agreements used to hedge,
for accounting purposes, long-term debt denominated in U.S. dollars and the spot foreign exchange
rate at the balance sheet date. In the prior year, this amount was recorded as part of long-term
debt on the consolidated balance sheet. The comparative amount as at December&nbsp;31, 2003 has been
reclassified to reflect the current year&#146;s financial statement presentation.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left"><B>6.</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B>Deferred Transitional Gain:</B></TD>
</TR>

</TABLE>

<P align="left" style="font-size: 10pt">The deferred transitional gain arose from changes between mark-to-market accounting and hedge
accounting related to cross-currency interest rate exchange agreements. The transitional gain is
being amortized to income over the shorter of the remaining life of the debt and the term of the
exchange agreements. Amortization for the three months ended September&nbsp;30, 2004 totalled $3.8
million.


<P align="center" style="font-size: 10pt">54
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left"><B>7.</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B>Shareholders&#146; Equity:</B></TD>
</TR>

</TABLE>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head --><TR valign="bottom">
    <TD width="10%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>

    <TD width="67%">&nbsp;</TD>

    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>

    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>September 30,</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>December 31,</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>(In thousands of dollars)</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2004</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2003</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #eeeeee">
    <TD colspan="5" align="left">Capital stock issued, at stated value:</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="5" align="left">Preferred shares:</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD colspan="5" align="left">Held by subsidiary companies:</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">60,000</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Series XXVII (2003 &#151; 60,000)</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">$</TD>
    <TD align="right" valign="top">60,000</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">$</TD>
    <TD align="right" valign="top">60,000</TD>
    <TD valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">818,300</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Series XXX (2003 &#151; 818,300)</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">10,000</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">10,000</TD>
    <TD valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">300,000</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Series XXXI (2003 &#151; 300,000)</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">300,000</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">300,000</TD>
    <TD valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top"><HR size="1" noshade></TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top"><HR size="1" noshade></TD>
    <TD valign="top">&nbsp;</TD>
</TR>


<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">370,000</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">370,000</TD>
    <TD valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="5" align="left">Held by members of the Company&#146;s share purchase plans:</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Nil</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Series E Convertible shares (2003
&#151; 104,488)</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&#151;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">1,787</TD>
    <TD valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="5" align="left">Common shares:</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">56,235,394</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Class A Voting shares (2003 &#151; 56,235,394)</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">72,313</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">72,313</TD>
    <TD valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">188,856,821</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Class B Non-Voting shares (2003 &#151; 177,241,646)</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">306,851</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">287,978</TD>
    <TD valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top"><HR size="1" noshade></TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top"><HR size="1" noshade></TD>
    <TD valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">749,164</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">732,078</TD>
    <TD valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD colspan="5" align="left">Deduct:</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="5" align="left">Amounts receivable from employees
under certain share purchase plans</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&#151;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">(1,186</TD>
    <TD nowrap valign="top">)</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD colspan="5" align="left">Preferred shares of the Company held by subsidiary companies</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">(370,000</TD>
    <TD nowrap valign="top">)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">(370,000</TD>
    <TD nowrap valign="top">)</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD colspan="5" align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top"><HR size="1" noshade></TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top"><HR size="1" noshade></TD>
    <TD nowrap valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="5" align="left">Total capital stock</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">379,164</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">360,892</TD>
    <TD valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD colspan="5" align="left">Convertible Preferred Securities</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">576,000</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">576,000</TD>
    <TD valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="5" align="left">Contributed surplus</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">1,431,741</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">1,169,924</TD>
    <TD valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD colspan="5" align="left">Deficit</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">(380,667</TD>
    <TD nowrap valign="top">)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">(339,436</TD>
    <TD nowrap valign="top">)</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD colspan="5" align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top"><HR size="1" noshade></TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top"><HR size="1" noshade></TD>
    <TD nowrap valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="5" align="left">Shareholders&#146; Equity</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">$</TD>
    <TD align="right" valign="top">2,006,238</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">$</TD>
    <TD align="right" valign="top">1,767,380</TD>
    <TD valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="5" align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top"><HR size="4" noshade></TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top"><HR size="4" noshade></TD>
    <TD nowrap valign="top">&nbsp;</TD>
</TR>


<!-- End Table Body --></TABLE>
</DIV>



<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left">(i)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD colspan="3">During the nine months ended September&nbsp;30, 2004, the Company
completed the following capital stock transactions:</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%" nowrap align="left">a)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>On April&nbsp;15, 2004, the Company filed a final shelf
prospectus in all of the provinces in Canada and in the U.S.
under which it will be able to offer up to aggregate of US$750
million of Class&nbsp;B Non-Voting shares, preferred shares, debt
securities, warrants, share purchase contracts or units, or any
combination thereof, for a period of 25&nbsp;months;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%" nowrap align="left">b)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>On June&nbsp;16, 2004, 9,541,985 Class&nbsp;B Non-Voting shares
were issued under the shelf prospectus for net cash proceeds of
$238.9&nbsp;million;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%" nowrap align="left">c)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>1,970,088 Class&nbsp;B Non-Voting shares were issued to
employees upon the exercise of stock options for cash of $24.1
million;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%" nowrap align="left">d)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>103,102 Series&nbsp;E Convertible Preferred shares with a
value of $1.8&nbsp;million were converted to 103,102 Class&nbsp;B
Non-Voting shares, and 1,386 Series&nbsp;E Convertible Preferred
 shares were cancelled upon their expiry in April&nbsp;2004.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>As a result of the above transactions, $245.8&nbsp;million of the
issued amounts related to Class&nbsp;B Non-Voting shares was recorded
in contributed surplus.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">(ii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD colspan="3">Convertible Preferred Securities:</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD colspan="3">In August&nbsp;2004, the Company and Microsoft Corporation, the
holder of the Convertible Preferred Securities, agreed to amend
the terms of such securities whereby certain transfer
restrictions will terminate on March&nbsp;28, 2006 unless a
qualifying offer to purchase these securities is made by the
Company. In the event such transfer restrictions terminate,
during a three month period subsequent to March&nbsp;28, 2006 the
Company has the option</TD>
</TR>



</TABLE>
<P align="center" style="font-size: 10pt">55
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">


</TABLE>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>to extend the maturity of these securities for up to three
years from the original August&nbsp;11, 2009 maturity date.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">(iii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Stock-based compensation:</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">a)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>On January&nbsp;1, 2004, the Company adopted CICA
Handbook Section&nbsp;3870 and recorded a charge to opening retained
earnings of $7.0&nbsp;million for stock options granted to employees
on or after January&nbsp;1, 2002 (Note 1(c)).</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>During the three months and nine months ended September
30, 2004, the Company recorded compensation expense of
approximately $3.3&nbsp;million and $11.5&nbsp;million, respectively,
related to stock options granted to employees.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>As a result of the above transactions, $18.5&nbsp;million was
recorded in contributed surplus. This was offset by the change
related to the non-controlling interest share of stock
compensation expense of $2.5&nbsp;million, which together with the
change in contributed surplus related to shares issued,
increased the contributed surplus by $261.8&nbsp;million.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">b)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Based on stock options issued subsequent to January
1, 2002, the stock-based compensation expense for the three
months and nine months ended September&nbsp;30, 2003 would have been
increased by $1.9&nbsp;million and $4.1&nbsp;million, respectively, and
pro forma net income (loss)&nbsp;for the three months and nine
months ended September&nbsp;30, 2003 would have been a loss of $19.3
million and net income of $56.3&nbsp;million, respectively, or a
loss of $0.14 per share and earnings of $0.09 per share (basic
and diluted), respectively.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The weighted average estimated fair value at the date of
the grant for RCI options granted for the nine months ended
September&nbsp;30, 2004 was $11.90 per share (2003 &#151; $10.64). There
were no RCI options granted for the three months ended
September&nbsp;30, 2004 and 2003. There were no Wireless options
granted for the three months and nine months ended September
30, 2004. The weighted average estimated fair value at the date
of the grant for Wireless options granted for the nine months
ended September&nbsp;30, 2003 was $10.59 per share. The &#147;fair value&#148;
of each option granted was estimated on the date of the grant
using the Black-Scholes Option Pricing Model with the following
assumptions:</TD>
</TR>

</TABLE>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head --><TR valign="bottom">
    <TD width="80%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>Nine Months Ended Sept 30,</B><HR size="1" noshade></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2004</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2003</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Risk-free interest rate &#151; RCI&#146;s options</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">4.38</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">4.41</TD>
    <TD nowrap>%</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Risk-free interest rate &#151; Wireless options</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">4.66</TD>
    <TD nowrap>%</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Dividend yield &#151; RCI&#146;s options</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">0.40</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Volatility factor of the future expected
market price of Wireless Class&nbsp;B Restricted Voting
shares</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">56.14</TD>
    <TD nowrap>%</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Volatility factor of the future expected market
price of RCI&#146;s Class&nbsp;B Non-Voting shares</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">45.24</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">49.88</TD>
    <TD nowrap>%</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Weighted average expected life Wireless options</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="center">5 years</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Weighted average expected life of RCI&#146;s options</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="center">6.1 years</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="center">6.6 years</TD>
</TR>

<!-- End Table Body --></TABLE>
</DIV>



<P align="center" style="font-size: 10pt">56
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left"><B>8.</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B>Calculation of Earnings (Loss) Per Share:</B></TD>
</TR>

</TABLE>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head --><TR valign="bottom">
    <TD width="60%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>Three Months Ended September 30,</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>Nine Months Ended September 30,</B><HR size="1" noshade></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>(In thousands, except per share amounts)</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2004</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2003</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2004</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2003</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><B>Numerator:</B></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Net income (loss)&nbsp;for the period</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">61,584</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">$</TD>
    <TD align="right">(17,442</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">2,289</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">60,354</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Distribution on Convertible Preferred
Securities</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(8,250</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(8,250</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(24,750</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(21,546</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Dividends accreted on Convertible
Preferred Securities</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(5,259</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(5,035</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(15,607</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(14,943</TD>
    <TD nowrap>)</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Net income (loss) &#151; basic and diluted</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">48,075</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">$</TD>
    <TD align="right">(30,727</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">$</TD>
    <TD align="right">(38,068</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">23,865</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><B>Denominator:</B></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Weighted average number of Class&nbsp;A and
Class&nbsp;B shares outstanding:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-10px">Basic</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">244,951</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">232,221</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">238,502</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">223,608</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:30px; text-indent:-10px">Diluted</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">248,984</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">232,221</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">238,502</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">227,615</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Earnings (loss)&nbsp;per share</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:30px; text-indent:-10px">Basic</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">0.20</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">($0.13</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">($0.16</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">0.11</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-10px">Diluted</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">0.19</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">($0.13</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">($0.16</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">0.10</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Body --></TABLE>
</DIV>



<P align="left" style="font-size: 10pt">For the three months ended September&nbsp;30, 2004, the effect of potentially dilutive securities,
including the Convertible Debentures and the Convertible Preferred Securities, were excluded from
the computation of diluted earnings per share as their effect is anti-dilutive. In addition, stock
options totalling approximately 4.1&nbsp;million that are anti-dilutive were excluded from the
calculation.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left"><B>9.</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B>Pensions:</B></TD>
</TR>

</TABLE>

<P align="left" style="font-size: 10pt">For the three months and nine months ended September&nbsp;30, 2004, the Company has recorded
pension expense in the amount of $1.5&nbsp;million and $4.9&nbsp;million, respectively (2003 &#151; $2.5&nbsp;million
and $8.5&nbsp;million, respectively). In addition, expense for the three months and nine months ended
September&nbsp;30, 2004 related to supplemental executive retirement plans that are unfunded were $0.9
million and $3.0&nbsp;million, respectively.



<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left"><B>10.</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B>Employee Share Accumulation Plan:</B></TD>
</TR>

</TABLE>

<P align="left" style="font-size: 10pt">Effective in the first quarter of 2004, the Company launched an employee share accumulation
program that allows employees to voluntarily participate in a share purchase program. Under the
terms of the program, employees of the Company can contribute a specified percentage of their
regular earnings through payroll deductions. The designated administrator of the plan then
purchases Class&nbsp;B Non-Voting shares of the Company or, in the case of Wireless employees, Class&nbsp;B
Restricted Voting shares of that company, on the open market, on behalf of the employee.



<P align="left" style="font-size: 10pt">At the end of each quarter, the Company makes a contribution of 25% of the employee&#146;s
contribution in the quarter. The administrator then uses this amount to purchase additional shares
of the Company or of Wireless on behalf of the employee, as outlined above.



<P align="left" style="font-size: 10pt">The Company records its contribution as compensation expense, which amounted to $0.3&nbsp;million
and $0.8&nbsp;million for the three months and nine months ended September&nbsp;30, 2004, respectively.



<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left"><B>11.</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B>Restricted Share Units:</B></TD>
</TR>

</TABLE>

<P align="left" style="font-size: 10pt">Effective March&nbsp;10, 2004, the Company created the 2004 Restricted Share Unit Plan which
enables employees, officers and directors of the Company and participating companies to participate
in the growth and development of the Company by providing such persons with the opportunity,
through Restricted Share Units, to acquire a proprietary interest in the Company.


<P align="center" style="font-size: 10pt">57
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt">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.


<P align="left" style="font-size: 10pt">On the vesting date, the Company shall redeem all of the participants&#146; Restricted Share Units in
cash or by issuing one Class&nbsp;B Share for each Restricted Share Unit. The Company has reserved
2,344,591 Class&nbsp;B Shares for issuance under this plan.


<P align="left" style="font-size: 10pt">As at September&nbsp;30, 2004, 50,916 Restricted Units were outstanding related to Units issued on April
20, 2004. These Restricted Units vest at the end of three years from the grant date. The Company
records compensation expense equally over the vesting period, taking into account fluctuations in
the market price of the Class&nbsp;B Shares. Compensation expense for the three months and nine months
ended September&nbsp;30, 2004 related to these Restricted Units were $0.1&nbsp;million and $0.2&nbsp;million,
respectively.




<P align="center" style="font-size: 10pt">58
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left"><B>12.</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B>Segmented Information:</B></TD>
</TR>

</TABLE>

<P align="left" style="font-size: 10pt">As discussed in Note 2, effective July&nbsp;31, 2004, the Company obtained control of the Blue Jays
and accordingly began to consolidate their results of operations. The Blue Jays are a separate
operating segment and accordingly, the results for the three months and nine months ended September
30, 2004 presented below include the Blue Jays as a separate segment since July&nbsp;31, 2004.


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head --><TR valign="bottom">
    <TD width="40%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>For the Three Months Ended</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>&nbsp;</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>&nbsp;</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>September 30, 2004</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>&nbsp;</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>&nbsp;</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Corporate items</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Consolidated</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>(in thousands of dollars)</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Cable</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Wireless</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Media</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Blue Jays</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>and eliminations</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Totals</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Operating revenue</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">489,371</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">721,136</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">206,757</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">42,062</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">$</TD>
    <TD align="right">(25,638</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,433,688</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Cost of sales</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">36,048</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">151,675</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">33,007</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">220,730</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Sales and marketing</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">68,300</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">89,605</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">43,408</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,327</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">203,640</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Operating, general and
administrative expenses</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">211,880</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">210,291</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">106,296</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">48,800</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(23,924</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">553,343</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Management fees</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">9,787</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,919</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3,223</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(15,929</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Depreciation and amortization</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">112,199</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">118,944</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">22,446</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,591</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">677</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">255,857</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Operating income (loss)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">51,157</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">147,702</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(1,623</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(10,656</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">13,538</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">200,118</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Interest:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Long-term debt</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(60,909</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(47,630</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(1,518</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(414</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(5,888</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(116,359</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Intercompany</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(7</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(11,508</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">11,515</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Intercompany dividends</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">10,788</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(10,788</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Gain on sale of investments</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,445</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">68</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,513</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Writedown of investments</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Loss from investments
accounted for by the equity method</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">341</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(3,774</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(3,433</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Loss on repayment of long-term debt</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Change in fair value of
derivative instruments</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(2,713</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(5,206</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(7,919</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Foreign exchange (loss)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">9,512</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">10,783</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">190</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">166</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">15,153</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">35,804</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Investment and other income
(loss)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">73</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,591</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(137</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(19</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,203</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3,711</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Income tax reduction (expense)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(1,472</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(1,301</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">399</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(1,039</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">42</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(3,371</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Non-controlling interest</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(48,480</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(48,480</TD>
    <TD nowrap>)</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Net income (loss)&nbsp;for the period</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">$</TD>
    <TD align="right">(4,359</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">108,384</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">$</TD>
    <TD align="right">(3,068</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">$</TD>
    <TD align="right">(11,962</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">$</TD>
    <TD align="right">(27,411</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">61,584</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Plant, property and equipment
expenditures</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">126,523</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">89,911</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">3,951</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">179</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">584</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">221,147</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Body --></TABLE>
</DIV>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head --><TR valign="bottom">
    <TD width="50%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>For the Three Months Ended<BR>September 30, 2003</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>&nbsp;</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>&nbsp;</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Corporate items</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Consolidated</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>(In thousands of dollars)</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Cable</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Wireless</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Media</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>and eliminations</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Totals</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Operating revenue</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">445,646</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">588,615</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">194,691</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">$</TD>
    <TD align="right">(17,329</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,211,623</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Cost of sales</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">29,040</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">94,610</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">30,425</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">154,075</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Sales and marketing costs</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">49,293</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">85,233</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">40,963</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(1</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">175,488</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Operating, general and administrative
expenses</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">199,728</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">186,477</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">102,315</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(6,566</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">481,954</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Management fees</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">8,823</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,834</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,459</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(14,116</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Depreciation and amortization</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">122,938</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">129,069</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">8,924</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">735</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">261,666</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Operating income (loss)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">35,824</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">90,392</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">9,605</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,619</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">138,440</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Interest:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Long-term debt</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(61,823</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(49,339</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(2,036</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(8,746</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(121,944</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Intercompany</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(7</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(11,224</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">11,231</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Intercompany dividends</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,504</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">10,925</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(12,429</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Gain on sale of other investments</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">305</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,107</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">11,480</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">12,892</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Loss on repayment of long-term debt</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(17,242</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(17,242</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Loss from investments accounted for by the
equity method</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">459</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(11,949</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(11,490</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Foreign exchange gain (loss)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,507</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,008</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">85</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,778</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5,378</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Investment and other income (loss)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(270</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">546</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(625</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(1,234</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(1,583</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Income tax expense</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(1,735</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(1,171</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(119</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(14</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(3,039</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Non-controlling interest</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(18,854</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(18,854</TD>
    <TD nowrap>)</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Net Income (loss)&nbsp;for the period</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">$</TD>
    <TD align="right">(25,000</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">42,741</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">8,177</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">$</TD>
    <TD align="right">(43,360</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">$</TD>
    <TD align="right">(17,442</TD>
    <TD nowrap>)</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Plant, property and equipment expenditures</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">122,081</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">116,379</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">6,068</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">194</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">244,722</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Body --></TABLE>
</DIV>



<P align="center" style="font-size: 10pt">59
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left"><B>12.</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B>Segmented Information (continued):</B></TD>
</TR>

</TABLE>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head --><TR valign="bottom">
    <TD width="40%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>For the Nine Months Ended</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>&nbsp;</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>&nbsp;</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>September 30, 2004</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>&nbsp;</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>&nbsp;</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Corporate items</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Consolidated</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>(In thousands of dollars)</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Cable</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Wireless</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Media</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Blue Jays</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>and eliminations</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>total</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Operating revenue</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,437,291</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,969,896</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">653,379</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">42,062</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">$</TD>
    <TD align="right">(60,696</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">4,041,932</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Cost of sales</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">105,926</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">357,527</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">102,740</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">566,193</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Sales and marketing</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">185,920</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">266,447</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">137,023</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,327</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">591,717</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Operating, general and
administrative expenses</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">627,822</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">609,630</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">344,280</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">48,800</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(30,131</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,600,401</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Management fees</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">28,746</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">8,756</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">9,739</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(47,241</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Depreciation and amortization</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">348,366</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">357,327</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">43,342</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,591</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,849</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">752,475</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Operating income</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">140,511</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">370,209</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">16,255</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(10,656</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">14,827</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">531,146</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Interest:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Long-term debt</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(181,842</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(152,422</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(6,980</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(414</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(17,685</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(359,343</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Intercompany</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(21</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(32,253</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">32,274</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Intercompany dividends</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">32,188</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(32,188</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Gain on sale of investments</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,445</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4,034</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5,479</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Loss on repayment of
long-term debt</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(18,013</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(2,314</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(20,327</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Writedown of investments</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(494</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(3,586</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(4,080</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Gain (loss)&nbsp;from investments
accounted for by the equity method</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">936</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(20,569</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(19,633</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Change in fair value of derivative
instruments</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">37,119</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(9,046</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">28,073</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Foreign exchange gain (loss)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(49,719</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(46,369</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(50</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">166</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">7,406</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(88,566</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Investment and other income (loss)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(309</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3,646</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(681</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(19</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">8,935</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">11,572</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Income tax reduction (expense)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(4,288</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(3,947</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(219</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(1,039</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,114</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(8,379</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Non-controlling interest</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(73,653</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(73,653</TD>
    <TD nowrap>)</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Net income (loss)&nbsp;for the period</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">$</TD>
    <TD align="right">(77,056</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">161,202</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">9,196</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">$</TD>
    <TD align="right">(11,962</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">$</TD>
    <TD align="right">(79,091</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">2,289</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Plant, property and equipment
expenditures</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">344,609</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">305,790</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">15,941</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">179</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,561</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">668,080</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Body --></TABLE>
</DIV>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head --><TR valign="bottom">
    <TD width="50%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>For the Nine Months Ended<BR>September 30, 2003</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>&nbsp;</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>&nbsp;</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Corporate items</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Consolidated</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>(In thousands of dollars)</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Cable</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Wireless</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Media</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>and eliminations</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>total</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Operating revenue</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,313,030</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,618,195</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">611,123</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">$</TD>
    <TD align="right">(42,132</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">3,500,216</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Cost of sales</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">91,711</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">252,009</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">95,026</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">438,746</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Sales and marketing costs</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">146,793</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">250,086</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">125,876</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(380</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">522,375</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Operating, general and administrative
expenses</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">587,775</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">555,449</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">326,115</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(9,830</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,459,509</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Management fees</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">25,971</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">8,502</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">8,173</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(42,646</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Depreciation and amortization</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">363,448</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">373,425</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">26,846</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,694</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">766,413</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Operating income</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">97,332</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">178,724</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">29,087</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">8,030</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">313,173</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Interest:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Long-term debt</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(177,754</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(146,948</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(5,453</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(43,346</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(373,501</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Intercompany</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(2,858</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(35,729</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">38,587</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Intercompany dividends</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4,488</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">32,433</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(36,921</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Gain on sale of investments</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">305</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,107</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">11,480</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">12,892</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Loss on repayment of long-term debt</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(5,945</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(18,894</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(24,839</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Loss from investments accounted for by the
equity method</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,059</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(38,110</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(37,051</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Foreign exchange gain (loss)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">34,842</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">107,780</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(323</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">99,765</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">242,064</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Investment and other income</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">97</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">556</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(297</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,014</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,370</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Income tax expense</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(5,820</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(3,927</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(549</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(3,248</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(13,544</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Non-controlling interest</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(60,210</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(60,210</TD>
    <TD nowrap>)</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Net Income (loss)&nbsp;for the period</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">$</TD>
    <TD align="right">(55,618</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">136,490</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">21,335</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">$</TD>
    <TD align="right">(41,853</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">60,354</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Plant, property and equipment expenditures</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">335,125</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">292,865</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">27,583</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">411</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">655,984</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Body --></TABLE>
</DIV>



<P align="center" style="font-size: 10pt">60
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left"><B>13.</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B>Consolidated Statement of Cash Flows &#151; Supplemental Information:</B></TD>
</TR>

</TABLE>

<P align="left" style="font-size: 10pt">The changes in non-cash working capital items are as follows:


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head --><TR valign="bottom">
    <TD width="60%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>Three Months Ended September 30,</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>Nine Months Ended September 30,</B><HR size="1" noshade></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>(In thousands of dollars)</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2004</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2003</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2004</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2003</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Decrease
(increase)&nbsp;in
accounts receivable</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">$</TD>
    <TD align="right">(26,165</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">$</TD>
    <TD align="right">(46,740</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">$</TD>
    <TD align="right">(35,183</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">$</TD>
    <TD align="right">(16,817</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Increase (decrease)
in accounts payable
and accrued
liabilities</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">55,279</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">121,605</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(58,062</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">15,270</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Increase
(decrease)&nbsp;in
unearned revenue</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(1,962</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(3,950</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">8,253</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(1,995</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Increase (decrease)
in deferred charges
and other assets</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(15,657</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">12,728</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(35,343</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(5,886</TD>
    <TD nowrap>)</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">11,495</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">83,643</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">$</TD>
    <TD align="right">(120,335</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">$</TD>
    <TD align="right">(9,428</TD>
    <TD nowrap>)</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Body --></TABLE>
</DIV>



<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left"><B>14.</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B>Related Party Transactions:</B></TD>
</TR>

</TABLE>

<P align="left" style="font-size: 10pt">The Company has entered into certain transactions in the normal course of business with AT&#038;T
Wireless Services, Inc. (&#147;AWE&#148;), a 34% shareholder of Wireless, and with certain broadcasters in
which the Company has an equity interest as follows:

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head --><TR valign="bottom">
    <TD width="60%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>Three Months Ended September 30,</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>Nine Months Ended September 30,</B><HR size="1" noshade></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>(In thousands of dollars)</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2004</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2003</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2004</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2003</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Roaming revenue billed to AWE</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">$</TD>
    <TD align="right">(5,872</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">$</TD>
    <TD align="right">(4,409</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">$</TD>
    <TD align="right">(12,146</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">$</TD>
    <TD align="right">(10,098</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Roaming expense paid to AWE</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,547</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3,081</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">8,977</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">10,868</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Fees paid to AWE for
over-air activation</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">61</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">31</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">234</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Access fees paid to
broadcasters accounted for by the
equity method</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">5,287</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3,893</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">14,420</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">12,057</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,962</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">2,626</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">11,282</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">13,061</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Body --></TABLE>
</DIV>



<P align="left" style="font-size: 10pt">The Company has entered into certain transactions with companies, the partners or senior
officers of which are directors of the Company and/or its subsidiary companies. During the three
months and nine months ended September&nbsp;30, 2004, total amounts paid by the Company to these related
parties are as follows:


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head --><TR valign="bottom">
    <TD width="60%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>Three Months Ended September 30,</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>Nine Months Ended September 30,</B><HR size="1" noshade></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>(In thousands of dollars)</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2004</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2003</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2004</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2003</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Supplemental:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Legal services
and commissions
paid on premiums
for insurance
coverage</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,425</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,143</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3,279</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4,043</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Telecommunicati
on and programming
services</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,519</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">12,738</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4,698</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">43,469</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Interest
charges and other
financing fees</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,166</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">7,821</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5,926</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">15,121</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4,110</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">21,702</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">13,903</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">62,633</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Body --></TABLE>
</DIV>



<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left"><B>15.</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B>Canadian and United States accounting policy differences:</B></TD>
</TR>

</TABLE>

<P align="left" style="font-size: 10pt">The consolidated interim financial statements of the Company have been prepared in accordance
with GAAP as applied in Canada. In the following respects, GAAP as applied in the United States
differs from that applied in Canada.


<P align="left" style="font-size: 10pt">If United States GAAP were employed, the net income in each period would be adjusted as follows:

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head --><TR valign="bottom">
    <TD width="80%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Nine months</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Nine months</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>ended</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>ended</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>September 30,</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>September 30,</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2004</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2003</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Net income for the period based on Canadian GAAP</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">2,289</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">60,354</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Gain on sale of cable systems (b)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(3,021</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(3,021</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Pre-operating costs (c)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5,374</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">8,362</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Interest on equity instruments (d)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(26,548</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(26,540</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Capitalized interest (e)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6,034</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6,624</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Financial instruments (h)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">26,485</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(170,356</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Stock-based compensation (i)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">11,459</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(863</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Income taxes (k)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(517</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">20,606</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Installation revenues (l)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6,211</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Installation costs (l)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(4,118</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Loss on repayment of long term debt (m)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(28,759</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Other</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(2,636</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(1,846</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Non-controlling interest</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">8,195</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">32,940</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Net income (loss)&nbsp;based on United States GAAP</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">448</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">$</TD>
    <TD align="right">(73,740</TD>
    <TD nowrap>)</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Basic earnings (loss)&nbsp;per share based on United States GAAP</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">0.01</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">$</TD>
    <TD align="right">(0.33</TD>
    <TD nowrap>)</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Diluted earnings (loss)&nbsp;per share based on United States GAAP</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">0.01</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">$</TD>
    <TD align="right">(0.33</TD>
    <TD nowrap>)</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Body --></TABLE>
</DIV>



<P align="center" style="font-size: 10pt">61
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt">The cumulative effect of these adjustments on the consolidated
shareholders&#146; equity of the Company is as follows:

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head --><TR valign="bottom">
    <TD width="80%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>September 30,</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>December 31,</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2004</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2003</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Shareholders&#146; equity based on Canadian GAAP</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">2,006,238</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,767,380</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Gain on sale and issuance of subsidiary shares
to non-controlling interest (a)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">46,245</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">46,245</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Gain on sale of cable systems (b)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">121,944</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">124,965</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Pre-operating costs (c)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(3,480</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(8,854</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Equity instruments (d)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(588,208</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(586,410</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Capitalized interest (e)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">44,020</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">37,986</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Unrealized holding gain on investments (f)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">118,617</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">78,596</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Acquisition of Cable Atlantic (g)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">34,673</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">34,673</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Financial instruments (h)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(33,108</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(59,593</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Stock-based compensation (i)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">661</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Minimum pension liability (j)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(29,058</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(7,858</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Income taxes (k)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(253,567</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(253,567</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Installation revenues (l)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6,211</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Installation costs (l)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(4,118</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Loss on repayment of long term debt (m)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(28,759</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Other</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(19,676</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(17,701</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Non-controlling interest effect of adjustments</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(50,206</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(58,401</TD>
    <TD nowrap>)</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Shareholders&#146; equity based on United States GAAP</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,367,768</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,098,122</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Body --></TABLE>
</DIV>



<P align="left" style="font-size: 10pt">The areas of material difference between Canadian and United States GAAP
and their impact on the consolidated financial statements of the Company are
described below:



<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">(a)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Gain on sale and issuance of subsidiary shares to non-controlling interest:</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Under United States GAAP, the carrying value of the Company&#146;s
investment in Wireless would be lower than the carrying value under
Canadian GAAP as a result of certain differences between Canadian and
United States GAAP, as described herein. This results in an increase to
the gain on sale and dilution under United States GAAP.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">(b)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Gain on sale of cable systems:</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Under Canadian GAAP, the cash proceeds on the non-monetary exchange
of the cable assets in 2000 were recorded as a reduction in the carrying
value of PP&#038;E. Under United States GAAP, a portion of the cash proceeds
received must be recognized as a gain in the consolidated statements of
income on an after-tax basis. The gain amounted to $40.3&nbsp;million before
income taxes.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Under Canadian GAAP, the after-tax gain arising on the sale of
certain of the Company&#146;s cable television systems in prior years was
recorded as a reduction of the carrying value of goodwill acquired in a
contemporaneous acquisition of certain cable television systems. Under
United States GAAP, the Company included the gain on sale of the cable
television systems in income, net of related future income taxes.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>As a result of these transactions, amortization expense under United
States GAAP was increased in subsequent years.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">(c)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Pre-operating costs:</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Under Canadian GAAP, the Company defers the incremental costs
relating to the development and pre-operating phases of new businesses and
amortizes these costs on a straight-line basis over periods up to five
years. Under United States GAAP, these costs are expensed as incurred.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">(d)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Equity instruments:</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Under Canadian GAAP, the Convertible Preferred Securities are
classified as shareholders&#146; equity and the related interest expense is
recorded as a distribution from retained earnings. Under United States
GAAP, these securities are classified as long-term debt and the related
interest expense is recorded in the consolidated statements of income.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Under Canadian GAAP, the Preferred Securities were classified as
shareholders&#146; equity and until September&nbsp;2002, the related interest
expense was recorded as a distribution from retained earnings. Under U.S.
GAAP, the Preferred Securities were classified as long-term debt and the
related interest expense was recorded in the consolidated statements of
income.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Under Canadian GAAP, the proceeds from the Collateralized Equity
Securities were classified as shareholders&#146; equity. Under United States
GAAP, these securities were recorded as long-term debt and recorded at
their fair value at December&nbsp;31, 2001. Adjustments to the fair value at
each reporting date are recorded in the consolidated statements of income.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">(e)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Interest capitalization:</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>United States GAAP requires capitalization of interest costs as part
of the historical cost of acquiring certain qualifying assets that require
a period of time to prepare for their intended use. This is not required
under Canadian GAAP.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">(f)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Unrealized holding gains and losses on investments:</TD>
</TR>



</TABLE>
<P align="center" style="font-size: 10pt">62
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">


</TABLE>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>United States GAAP requires that certain investments in
equity securities that have readily determinable fair values be
stated in the consolidated balance sheets at their fair values.
The unrealized holding gains and losses from these investments,
which are considered to be &#147;available-for-sale securities&#148; under
United States GAAP, are included as a separate component of
shareholders&#146; equity and comprehensive income, net of related
future income taxes.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>As at September&nbsp;30, 2004 and December&nbsp;31, 2003, this amount
represents a component of the Company&#146;s accumulated other
comprehensive income.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">(g)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Acquisition of Cable Atlantic:</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>United States GAAP requires that shares issued in connection
with a purchase business combination be valued based on the
market price at the announcement date of the acquisition, whereas
Canadian GAAP had required such shares be valued based on the
market price at the consummation date of the acquisition.
Accordingly, the Class&nbsp;B Non-Voting shares issued in respect of
the acquisition of Cable Atlantic in 2001 were recorded at $35.4
million more under United States GAAP than under Canadian GAAP.
This resulted in an increase to goodwill in this amount, with a
corresponding increase to contributed surplus in the amount of
$35.4&nbsp;million.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">(h)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Financial instruments:</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Under Canadian GAAP, the Company accounts for certain of its
cross-currency interest rate exchange agreements and interest
exchange agreements as hedges of specific debt instruments. Under
United States GAAP, these instruments are not accounted for as
hedges as a result of adopting the new pronouncement entitled
&#147;Accounting for Derivative Instruments and Hedging Activities
(&#147;SFAS 133&#148;), effective January&nbsp;1, 2001. As a result, the Company
has recorded the net excess of the fair values of the
cross-currency interest rate exchange agreements and interest
rate exchange agreements over the carrying values of these
instruments as at December&nbsp;31, 2000, being $18.4&nbsp;million, as a
cumulative transition adjustment to net income under United
States GAAP. The Company has also recorded a cumulative
transition adjustment to write off the net balance of the
deferred foreign exchange as at December&nbsp;31, 2000, being $20.7
million, that arose upon redesignation of certain of the
Company&#146;s cross-currency interest rate exchange agreements.
Further, the Company has recorded $29.7&nbsp;million as a cumulative
transition adjustment to net income, which represents the excess
of the fair value of the long-term debt to which the derivative
instruments relate (the &#147;hedged debt&#148;) over its carrying value.
Therefore, the net cumulative transition adjustment under SFAS
133 to the loss for the year ended December&nbsp;31, 2001 under United
States GAAP was a charge to the net loss of $32.1&nbsp;million. The
adjustment to long-term debt is being amortized to net income
under United States GAAP over the remaining effective life of the
related long-term debt.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Therefore, for the nine months ended September&nbsp;30, 2004 and
2003, under United States GAAP, the Company has recorded the
change in the fair values of the cross-currency interest rate
exchange agreements and the amortization of the adjustment to its
long-term debt, as discussed above.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">(i)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Stock-based compensation:</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Under Canadian GAAP, effective January&nbsp;1, 2004, the Company
adopted the fair value method of recognizing stock-based
compensation expense. For United States GAAP purposes, the
intrinsic value method is used to account for stock-based
compensation of employees. Compensation expense of $11.5&nbsp;million
recognized under Canadian GAAP would not be recognized under
United States GAAP for the nine months ended September&nbsp;30, 2004.
The exercise price of stock options is equal to the market value
of the underlying shares at the date of grant, therefore there is
no expense under the intrinsic value method for United States
GAAP purposes for the nine months ended September&nbsp;30, 2004 and
2003.</TD>
</TR>


</TABLE>
<P align="center" style="font-size: 10pt">63
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">


</TABLE>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Effective January&nbsp;1, 2004, the Blue Jays were
determined to be a variable interest entity for United
States GAAP purposes and, as a result, their results
were consolidated. As such, the employees of the Blue
Jays were considered employees of the Company effective
January&nbsp;1, 2004 for United States GAAP purposes. For
United States GAAP, the intrinsic value method of
accounting for the Blue Jays is therefore used. The
intrinsic value of the options of Blue Jays&#146; employees
was calculated as at January&nbsp;1, 2004 resulting in no
compensation cost as at that date. Prior to 2004, the
Blue Jays&#146; employees were not considered employees of
the Company. Therefore, compensation expense of $0.9
million for the nine months ended September&nbsp;30, 2003
under United States GAAP was determined using the fair
value method.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">(j)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Minimum pension liability:</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Under United States GAAP, the Company is required
to record an additional minimum pension liability for
one of its plans to reflect the excess of the
accumulated benefit obligation over the fair value of
the plan assets. Other comprehensive income has been
charged with $13.5&nbsp;million, net of income taxes of $7.7
million for the nine months ended September&nbsp;30, 2004.
For the nine months ended September&nbsp;30, 2003, other
comprehensive income has been charged with $5.0&nbsp;million,
net of income taxes of $2.9&nbsp;million. No such adjustments
are required under Canadian GAAP.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">(k)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Income taxes:</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Included in the caption &#147;Income taxes&#148; is the tax
effect of various adjustments where appropriate and the
impact of substantively enacted rate changes that would
not have been recorded under United States GAAP until
enacted. Under Canadian GAAP, future income tax assets
and liabilities are remeasured for substantively enacted
rate changes, whereas under United States GAAP, future
income tax assets and liabilities are only remeasured
for enacted tax rates.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">(l)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Installation revenues and costs:</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Effective January&nbsp;1, 2004, for Canadian GAAP
purposes, installation revenues for both new connects
and reconnects are deferred and amortized over the
customer relationship period. New connect installation
costs are capitalized to property, plant and equipment
and depreciated over the related useful lives consistent
with historical practice. Reconnect installation costs
are deferred only to the extent of reconnect
installation revenues with any excess charged to
expense. For United States GAAP purposes, installation
fees are immediately recognized in income only to the
extent of direct selling costs with any excess deferred
and amortized over the customer relationship period.
Installation costs for reconnects are expensed as
incurred while installation costs related to new
connects are capitalized to property, plant and
equipment and depreciated over the related useful lives
consistent with our historical practice.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">(m)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Loss on repayment of long term debt:</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>On March&nbsp;26, 2004, the Company repaid long term
debt resulting in a loss on early repayment of long-term
debt of $2.3&nbsp;million. This loss included, among other
items, a $40.2&nbsp;million gain on the realization of the
deferred transitional gain related to cross-currency
interest rate exchange agreements which were unwound in
connection with the repayment of long term debt. Under
United States GAAP, the Company records cross-currency
interest rate exchange agreements at fair value.
Therefore, under United States GAAP, the deferred
transition gain realized under Canadian GAAP would be
reduced by $28.8&nbsp;million, representing the $40.2&nbsp;million
gain net of realization of a gain of $11.4&nbsp;million,
related to the deferred transition adjustment that arose
on the</TD>
</TR>



</TABLE>
<P align="center" style="font-size: 10pt">64
</DIV>

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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">


</TABLE>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>adoption of Statement of Financial Accounting Standard No.
133, &#147;Accounting for Derivative Instruments and Hedging
Activities&#148;.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">(n)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Blue Jays</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Under United States GAAP, Financial Accounting Standards
Board Interpretation No.&nbsp;46, &#147;Consolidation of Variable Interest
Entities&#148;, requires the Company to consolidate the results of the
Blue Jays effective January&nbsp;1, 2004. Under Canadian GAAP, the
Company consolidated the Blue Jays effective July&nbsp;31, 2004. Prior
to this, in 2004, the Company accounted for 100% of the
operations of the Blue Jays using the equity method. Therefore,
the United States GAAP consolidated balance sheet as at September
30, 2004 and net income of the Company for the nine months then
ended would be unchanged from that of Canadian GAAP specific to
the consolidation of the Blue Jays. However, Under States GAAP,
revenues would increase by $75.0&nbsp;million, cost of sales would
increase by $70.1&nbsp;million, sales and marketing costs would
increase by $3.8&nbsp;million, operating general and administrative
expenses would increase by $17.8&nbsp;million, depreciation and
amortization would increase by $5.8&nbsp;million, operating income
would be reduced by $22.6&nbsp;million and losses from equity method
investments would decrease by $22.7&nbsp;million.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">(o)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Statements of cash flows:</TD>
</TR>

</TABLE>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">(i)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Canadian GAAP permits the disclosure of a subtotal
of the amount of funds provided by operations before
change in non-cash operating items in the
consolidated statements of cash flows. United States
GAAP does not permit this subtotal to be included.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">(ii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Canadian GAAP permits bank advances to be included
in the determination of cash and cash equivalents in
the consolidated statements of cash flows. United
States GAAP requires that bank advances be reported
as financing cash flows. As a result, for the nine
months ended September&nbsp;30, 2004 under United States
GAAP, the increase in cash and cash equivalents of
$227.3&nbsp;million would decrease by $10.3&nbsp;million and
the cash flows received from financing activities
would decrease by $10.3&nbsp;million. For the nine months
ended September&nbsp;30, 2003, the increase in cash and
cash equivalents and cash flows from financing
activities would remain unchanged.</TD>
</TR>

</TABLE>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">(p)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Statement of comprehensive income:</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>United States GAAP requires the disclosure of a statement of
comprehensive income. Comprehensive income generally encompasses
all changes in shareholders&#146; equity, except those arising from
transactions with shareholders.</TD>
</TR>

</TABLE>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head --><TR valign="bottom">
    <TD width="80%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Nine months</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Nine months</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>ended</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>ended</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>September 30,</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>September 30,</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2004</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2003</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Net income (loss)&nbsp;based on United States GAAP</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">448</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">$</TD>
    <TD align="right">(73,740</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Other comprehensive income, net of income taxes:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Unrealized holding gains arising during the year, net of
income taxes</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">32,881</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">86,707</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Minimum pension liability, net of income taxes</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(13,543</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(4,982</TD>
    <TD nowrap>)</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Comprehensive income based on United States GAAP</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">19,786</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">7,985</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Body --></TABLE>
</DIV>



<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left"><B>16.</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B>Subsequent Events:</B></TD>
</TR>

</TABLE>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">(a)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>On September&nbsp;30, 2004, Wireless, a subsidiary of RCI, mailed a cash offer to acquire all of the outstanding equity
interests of Microcell Telecommunications Inc., a Canadian telecommunications company. The estimated cash cost is approximately
$1.4&nbsp;billion. Completion of the transaction is subject to the receipt of certain regulatory approvals and other conditions. The
funding for this acquisition, if it is completed, will be comprised of the utilization of Wireless&#146; cash on hand, drawdowns
under Wireless&#146; committed $700&nbsp;million bank credit facility and proceeds from a bridge loan from RCI of up to $900&nbsp;million. The
bridge loan will have a term of up to two years from the date of drawdown and will be made on an unsecured subordinated basis.
The loan will bear interest at 6% per annum and will be prepayable in whole or in part without penalty. RCI intends to fund the
bridge loan of up to $900&nbsp;million using cash on hand; cash to be received from Cable in the form of a return of capital and cash
to be received from Media in the form of a partial repayment of an</TD>
</TR>

</TABLE>

<P align="center" style="font-size: 10pt">65
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>


<DIV style="font-family: 'Times New Roman',Times,serif">

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>intercompany advance made to Media by RCI. Each
of Cable and Media will make drawdowns under its
committed bank credit facilities to fund the cash
transfers to RCI.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">(b)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>On October&nbsp;8, 2004 Wireless and its bank lenders
entered into an amending agreement to Wireless&#146; $700
million bank credit facility that provided, among
other things, for a two-year extension to the
maturity date and the reduction schedule so that the
bank credit facility now reduces by $140&nbsp;million on
each of April&nbsp;30, 2008 and April&nbsp;30, 2009 with the
maturity date on April&nbsp;30, 2010. The proviso for
early maturity in the event that Rogers Wireless&#146; 10
1/2% senior secured notes due 2006 are not repaid (by
refinancing or otherwise) on or prior to December&nbsp;31,
2005 has been eliminated. In addition, certain
financial ratios to be maintained on a quarterly
basis have been made less restrictive; the
restriction on the annual amount of PP&#038;E expenditures
has been eliminated; and the restriction on the
payment of dividends and other shareholder
distributions has been eliminated other than in the
case of a default or event of default under the terms
of the bank credit facility.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">(c)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>On October&nbsp;13, 2004, the Company announced the
completion of its purchase of the 48,594,172 Class&nbsp;B
Restricted Voting shares of Wireless owned by JVII
General Partnership, a partnership owned by AWE, for
a cash price of $36.37 per share for a total of
approximately $1,767&nbsp;million. The number of Class&nbsp;B
Restricted Voting shares purchased reflects the
requisite conversion of the Class&nbsp;A Multiple Voting
Shares owned by JVII to such Class&nbsp;B shares.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>With the completion of the purchase, the Company beneficially
owns 64,911,816 Class&nbsp;B Restricted Voting shares, representing
approximately 80.9% of the issued and outstanding Class&nbsp;B
Restricted Voting shares; and 62,820,371 Class&nbsp;A Multiple Voting
 shares, representing 100% of the issued and outstanding Class&nbsp;A
Multiple Voting shares; combined representing a total ownership
position of approximately 89.3% of the total issued and outstanding
 shares of both classes of such shares of Rogers Wireless.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The Company funded the approximate $1,767&nbsp;million cash
purchase price of the 48.6&nbsp;million Rogers Wireless shares through a
$1.75&nbsp;billion secured bridge credit facility with a term of up to
two years to October&nbsp;12, 2006. The facility was provided by a group
of Canadian financial institutions and is secured by a pledge of
all of the shares of Rogers Cable and Rogers Wireless that are
owned by RCI or any of its subsidiaries. The Company may borrow at
various rates, including the bank prime rate plus 0.50% to 2.25%
per annum, the bankers&#146; acceptance rate plus 1.50% to 3.25% per
annum and the London Inter-Bank Offered Rate (&#147;LIBOR&#148;) plus 1.50%
to 3.25% per annum. The bridge credit facility contains mandatory
repayments, subject to certain exceptions, from the incurrence of
debt and/or equity at RCI or Rogers Wireless. The bridge credit
facility also requires the maintenance of certain financial ratios
on a quarterly basis.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>For accounting purposes, this will be treated as the
acquisition of approximately 34% of Rogers Wireless. Accordingly,
on a consolidated basis, the Company will record the fair value
increments of the assets and liabilities of Rogers Wireless as at
October&nbsp;13, 2004, including intangible assets, and will reduce its
non-controlling interest. The excess purchase price over the fair
value of the net assets will be recorded as goodwill.</TD>
</TR>



</TABLE>
<P align="center" style="font-size: 10pt">66
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">


</TABLE>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The Company is currently determining the fair values of the
acquired net assets. Using the September&nbsp;30, 2004 accounts of
Wireless, the excess of the purchase price of $1,767&nbsp;million over
the book value of the net assets acquired is approximately $1,553
million.</TD>
</TR>

</TABLE>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left"><B>17.</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B>Contingent Liabilities:</B></TD>
</TR>

</TABLE>

<P align="left" style="font-size: 10pt">On August&nbsp;9, 2004, a proceeding under the Class&nbsp;Actions Act (Saskatchewan) has been brought
against Wireless and other providers of wireless communications services in Canada. The proceeding
involves allegations of breach of contract by wireless customers, misrepresentation and false
advertising. The plaintiffs seek unquantified damages from the defendant wireless communications
service providers. Wireless believes it has good defences to the allegations. The proceeding has
not been certified as a class action and it is too early to determine whether it will qualify for
certification as a class action.


<P align="left" style="font-size: 10pt"><B>About the Company:</B>


<P align="left" style="font-size: 10pt">Rogers Communications Inc. (TSX: RCI.A and RCI.B; NYSE: RG) is a diversified Canadian
communications and media company. It is engaged in cable television, high-speed Internet access and
video retailing through Canada&#146;s largest cable television provider, Rogers Cable Inc.; in wireless
voice and data communications services through Canada&#146;s leading national GSM/GPRS cellular
provider, Rogers Wireless Communications Inc.; and in radio, television broadcasting, televised
shopping and publishing businesses through Rogers Media Inc.


<P align="left" style="font-size: 10pt"><B>For Further Information (Investment Community):</B>


<P align="left" style="font-size: 10pt">Bruce M. Mann, 416.935.3532, bruce.mann@rci.rogers.com<BR>
Eric A. Wright, 416.935.3550, eric.wright@rci.rogers.com


<P align="left" style="font-size: 10pt"><B>For Further Information (Media):</B>


<P align="left" style="font-size: 10pt">Jan L. Innes, 416.935.3525, jan.innes@rci.rogers.com



<P align="left" style="font-size: 10pt"><B>Quarterly Investment Community Conference Call:</B>



<P align="left" style="font-size: 10pt">As previously announced, a live Webcast of the quarterly results conference call with the
investment community will be broadcast via the Internet at www.rogers.com/webcast beginning at
10:00&nbsp;a.m. ET on October&nbsp;26, 2004. A re-broadcast of this call will be available on the Webcast
Archive page of the Investor Relations section of www.rogers.com for a period of at least two weeks
following the call.


<P align="center" style="font-size: 10pt"><B><I># # #</I></B>



<P align="center" style="font-size: 10pt">67
</DIV>

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</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.9
<SEQUENCE>10
<FILENAME>t14763exv4w9.txt
<DESCRIPTION>EX-4.9
<TEXT>
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<TYPE>EX-4.10
<SEQUENCE>11
<FILENAME>t14763exv4w10.txt
<DESCRIPTION>EX-4.10
<TEXT>
<PAGE>

                           ROGERS COMMUNICATIONS INC.
                              (THE "CORPORATION")

                         ------------------------------

        NOTICE OF ANNUAL AND SPECIAL GENERAL MEETING OF SHAREHOLDERS AND
                                CLASS MEETING OF
                 CLASS A VOTING SHAREHOLDERS OF THE CORPORATION

                         ------------------------------

                           NOTICE OF CLASS MEETING OF
               CLASS B NON-VOTING SHAREHOLDERS OF THE CORPORATION

                         ------------------------------

                              INFORMATION CIRCULAR

          FOR THE ANNUAL AND SPECIAL GENERAL MEETING OF SHAREHOLDERS,
                THE CLASS MEETING OF CLASS A VOTING SHAREHOLDERS
              AND CLASS MEETING OF CLASS B NON-VOTING SHAREHOLDERS
                   OF THE CORPORATION TO BE HELD MAY 27, 2004
<PAGE>

                           ROGERS COMMUNICATIONS INC.
                         ------------------------------

                NOTICE OF ANNUAL AND SPECIAL GENERAL MEETING OF
                       SHAREHOLDERS AND CLASS MEETING OF
                 CLASS A VOTING SHAREHOLDERS OF THE CORPORATION
                         ------------------------------

     NOTICE  IS HEREBY  GIVEN that the  Annual and Special  General Meeting (the
"Annual General Meeting") of the Shareholders of Rogers Communications Inc. (the
"Corporation") and a Class Meeting of the  holders of the Class A Voting  shares
of  the Corporation (collectively, the  "Class A Meetings") will  be held at the
Velma Rogers Graham Theatre, 333 Bloor Street East, Toronto, Ontario, Canada  on
Thursday,  May  27,  2004 at  the  hour of  10:00  a.m. (Toronto  time)  for the
following purposes:

1.   to receive the consolidated financial statements of the Corporation and its
     subsidiaries for the fiscal year ended December 31, 2003, together with the
     auditors'  report  thereon  and  the   report  of  the  directors  of   the
     Corporation;

2.   to elect 17 directors of the Corporation;

3.   to   appoint  auditors  and  to  authorize   the  directors  to  fix  their
     remuneration;

4.   to consider and if  thought advisable, to pass  the special resolution  and
     special  separate resolution,  in the  form, subject  to Note  2 below, set
     forth in Exhibit A to the Information Circular accompanying this Notice  of
     Class  A Meetings, the text of  which proposed resolutions are incorporated
     herein by reference (i) to, by special resolution: (a) amend the Notice  of
     Articles  of the Corporation to remove  the application of the Pre-existing
     Company Provisions (as  such term  is defined  in Exhibit  A); (b)  further
     amend  the Notice of Articles of the Corporation to eliminate all series of
     Preferred Shares  of  the Corporation  (the  "Preferred Shares")  that  are
     authorized  but no shares of which are currently issued; and (c) delete the
     existing Articles of the Corporation  in their entirety and substitute  new
     Articles  therefor; and (ii) by special separate resolution, to provide the
     consent of the holders of the Class A Voting shares (the "Class A Shares"),
     as such, to the  reduction in the  number of votes required  to be cast  in
     favour  of a special separate resolution, to 2/3 of the votes cast in order
     to pass such resolution;

5.   to consider, and if thought advisable,  to pass the special resolution,  in
     the  form set forth  in Exhibit B to  the Information Circular accompanying
     this Notice of Class A Meetings,  the text of which proposed resolution  is
     incorporated  herein by reference, (a) to provide that a Class A Share that
     has been converted  to a Class  B Non-Voting share  (a "Class B  Non-Voting
     Share")  and a Class A Share that has been redeemed, purchased or otherwise
     acquired by the Corporation shall be cancelled and not reissued; and (b) to
     increase the number  of votes attached  to the Class  A Shares from  twenty
     five to fifty votes per share; and

6.   to  transact all such further or other business as may properly come before
     the Class A Meetings or any adjournments or postponements thereof.

     Only holders of record of Class A Shares at the close of business on  April
16,  2004 are  entitled to  vote at  the Class  A Meetings.  Holders of  Class B
Non-Voting Shares are entitled to attend the Annual General Meeting, but are not
entitled to vote on the matters to be considered at the Class A Meetings.

     The Class A Meetings  will be held at  the same time and  place as a  class
meeting  of the holders of the Class B Non-Voting Shares (the "Class B Meeting")
for the purposes set out in the accompanying notice for the Class B Meeting.

     An Information Circular accompanies this Notice of Class A Meetings. If you
are a holder of Class A Shares, a form of proxy on the green sheet (the "Class A
proxy") accompanies this Notice of  Class A Meetings for  use by the holders  of
the  Class A  Shares at the  Class A Meetings.  If you  are a holder  of Class B
Non-Voting Shares a form of  proxy on the blue sheet  (the "Class B proxy")  for
use at the Class B Meeting accompanies the notice for the Class B Meeting.

     A  Class A proxy, a Class B proxy  or other proof of share ownership may be
required for admission to the Class A Meetings.
<PAGE>

NOTES:

(1)  The consolidated financial  statements of  the Corporation  for the  fiscal
     year  ended December 31, 2003 and the auditors' report thereon form part of
     the Corporation's Annual Report, which  accompanies this Notice of Class  A
     Meetings.  The report  of the  directors is  incorporated into Management's
     Discussion and Analysis, which forms part of the Annual Report.

(2)  Prior to the resolutions referred in  paragraph 4 above being moved at  the
     Class  A Meetings,  the holders  of the Class  B Non-Voting  Shares will be
     asked to pass a special separate resolution consenting to the reduction  in
     the  number of votes  required to be  cast in favour  of a special separate
     resolution, to 2/3 of the votes cast  in order to pass such resolution.  If
     such special separate resolution is not passed by the requisite majority of
     3/4  of the  votes cast by  the holders  of the Class  B Non-Voting Shares,
     Schedule A to the accompanying Information Circular will be read as set out
     in Note 1 to Exhibit  A, the effect of which  is to maintain the number  of
     votes  required to be cast  in favour of a  special separate resolution, at
     3/4 of the votes cast in order to pass such resolution.

(3)  Holders of Class A Shares who are unable to attend the Class A Meetings are
     kindly requested to  specify, on the  enclosed form of  Class A proxy,  the
     manner  in which  the shares  represented thereby are  to be  voted and are
     requested to complete, sign, date and return (in the envelope provided  for
     that  purpose)  the form  of  Class A  proxy, by  no  later than  4:30 p.m.
     (Toronto time) on Wednesday, May  26, 2004, or if  either (or both) of  the
     meetings  constituting  the  Class  A Meetings  is  (or  are)  adjourned or
     postponed, 48 hours (excluding Saturdays, Sundays and holidays) before  the
     time  fixed for the commencement of  the adjourned or postponed meeting (or
     meetings).

(4)  Shareholders should take notice that the existing and proposed Articles  of
     the  Corporation impose certain  restrictions on the  issue and transfer of
     the  Corporation's  shares  and  the  exercise  of  voting  rights.   These
     restrictions  are detailed under the heading "Restrictions on the Transfer,
     Voting and Issue of Shares" in the accompanying Information Circular.

(5)  On peut  obtenir le  texte francais  de cette  circulaire d'information  en
     communiquant  avec Mr. Bruce Mann, au siege social de la Compagnie situe au
     333 Bloor Street  East, Toronto,  Ontario, M4W  1G9, ou  en telephonant  au
     (416) 935-3532. Le texte francais sera disponible a l'assemblee.

     DATED at Toronto, Ontario, this 21st day of April, 2004.
                                         BY ORDER OF THE BOARD OF DIRECTORS

                                         DAVID P. MILLER, Secretary
<PAGE>

                           ROGERS COMMUNICATIONS INC.
                         ------------------------------

                           NOTICE OF CLASS MEETING OF
               CLASS B NON-VOTING SHAREHOLDERS OF THE CORPORATION
                         ------------------------------

     NOTICE  IS HEREBY  GIVEN that  a Class Meeting  (the "Class  B Meeting") of
holders of the Class  B Non-Voting shares (the  "Class B Non-Voting Shares")  of
Rogers  Communications Inc. (the "Corporation") will be held at the Velma Rogers
Graham Theatre, 333 Bloor Street East, Toronto, Ontario, Canada on Thursday, May
27, 2004 at the hour of 10:00 a.m. (Toronto time) for the following purposes:

1.   to  consider  and  if  thought  advisable,  to  pass  a  special   separate
     resolution,  in the form set forth in Exhibit C to the Information Circular
     accompanying this Notice  of Class B  Meeting, the text  of which  proposed
     resolution  is incorporated herein by reference,  to provide the consent of
     the holders of the Class B Non-Voting Shares to the reduction in the number
     of votes required to be cast in favour of a special separate resolution, to
     2/3 of the votes cast in order to pass such resolution; and

2.   to transact all such further or other business as may properly come  before
     the Class B Meeting or any adjournments or postponements thereof.

     Only  holders  of record  of  Class B  Non-Voting  Shares at  the  close of
business on April 16, 2004 are entitled to vote on the matters to be  considered
at the Class B Meeting.

     The  Class B Meeting will be  held at the same time  and place as an Annual
and Special General Meeting of the  Shareholders of the Corporation and a  Class
Meeting  of the holders of  the Class A Voting shares  (the "Class A Shares") of
the Corporation (collectively, the "Class A Meetings") for the purposes set  out
in the accompanying Notice of Class A Meetings.

     An  Information Circular accompanies this Notice of Class B Meeting. A form
of proxy on  the blue sheet  (the "Class  B proxy") accompanies  this Notice  of
Class  B Meeting for use by the holders  of the Class B Non-Voting Shares at the
Class B Meeting.

     A Class B  proxy or  other proof  of share  ownership may  be required  for
admission to the Class B Meeting.

NOTES:

(1)  The  consolidated financial  statements of  the Corporation  for the fiscal
     year ended December 31, 2003 and the auditors' report thereon form part  of
     the  Corporation's Annual Report, which accompanies  this Notice of Class B
     Meeting. The  report of  the directors  is incorporated  into  Management's
     Discussion and Analysis, which forms part of the Annual Report.

(2)  Holders  of Class B Non-Voting Shares who  are unable to attend the Class B
     Meeting are kindly requested  to specify, on the  enclosed form of Class  B
     proxy,  the manner in which the shares  represented thereby are to be voted
     and are  requested to  complete, sign,  date and  return (in  the  envelope
     provided for that purpose) the form of Class B proxy, by no later than 4:30
     p.m.  (Toronto time) on Wednesday, May 26,  2004, or if the Class B Meeting
     is adjourned  or  postponed, 48  hours  (excluding Saturdays,  Sundays  and
     holidays)  before the time  fixed for the commencement  of the adjourned or
     postponed meeting.

(3)  Shareholders should take notice that the existing and proposed Articles  of
     the  Corporation impose certain  restrictions on the  issue and transfer of
     the  Corporation's  shares  and  the  exercise  of  voting  rights.   These
     restrictions  are detailed under the heading "Restrictions on the Transfer,
     Voting and Issue of Shares" in the accompanying Information Circular.

(4)  On peut  obtenir le  texte francais  de cette  circulaire d'information  en
     communiquant  avec Mr. Bruce Mann, au siege social de la Compagnie situe au
     333 Bloor Street  East, Toronto,  Ontario, M4W  1G9, ou  en telephonant  au
     (416) 935-3532. Le texte francais sera disponible a l'assemblee.

     DATED at Toronto, Ontario, this 21st day of April, 2004.
                                         BY ORDER OF THE BOARD OF DIRECTORS

                                         DAVID P. MILLER, Secretary
<PAGE>

                           ROGERS COMMUNICATIONS INC.

                              INFORMATION CIRCULAR

          FOR THE ANNUAL AND SPECIAL GENERAL MEETING OF SHAREHOLDERS,
                THE CLASS MEETING OF CLASS A VOTING SHAREHOLDERS
              AND CLASS MEETING OF CLASS B NON-VOTING SHAREHOLDERS
                   OF THE CORPORATION TO BE HELD MAY 27, 2004

                            SOLICITATION OF PROXIES

     THIS  INFORMATION CIRCULAR IS FURNISHED IN CONNECTION WITH THE SOLICITATION
OF PROXIES BY THE MANAGEMENT  OF ROGERS COMMUNICATIONS INC. (the  "Corporation")
for  use at the Annual and Special  General Meeting of Shareholders (the "Annual
General Meeting"), the Class  Meeting of Class  A Voting Shareholders  (together
with  the Annual General Meeting being collectively  referred to as the "Class A
Meetings") and the Class Meeting of Class B Non-Voting Shareholders (the  "Class
B  Meeting" and together with, the  Class A Meetings being collectively referred
to as the "Meetings")  of the Corporation  to be held, on  a combined basis,  on
Thursday,  May 27,  2004, at  the time  and for  the purposes  set forth  in the
accompanying Notices  of the  Meetings and  at any  adjournment or  adjournments
thereof.  Holders  of  Class A  Voting  shares  ("Class A  Shares")  or  Class B
Non-Voting shares ("Class B Non-Voting Shares") who are unable to be present  at
the  Class A Meetings or the Class B Meeting,  as the case may be, in person are
requested to complete, sign, date and return  the enclosed form of proxy on  the
green  sheet (the "Class A proxy")  or the form of proxy  on the blue sheet (the
"Class B proxy") to  the Secretary of the  Corporation, c/o Computershare  Trust
Company  of Canada, 100 University Avenue,  9th Floor, Toronto, Ontario M5J 2Y1,
facsimile number (416) 263-9524 (in the Toronto area) or 1-866-249-7775 (outside
the Toronto area) by  4:30 p.m. (Toronto  time) on Wednesday,  May 26, 2004.  An
addressed  envelope with  postage prepaid accompanies  this Information Circular
and may  be  used for  such  purpose. The  Corporation  will bear  the  cost  of
solicitation  on behalf of management of proxies in the form furnished herewith.
THE SOLICITATION WILL BE PRIMARILY BY MAIL. HOWEVER, PROXIES MAY BE SOLICITED BY
TELEPHONE OR  IN WRITING  BY DIRECTORS,  OFFICERS OR  DESIGNATED AGENTS  OF  THE
CORPORATION.  THE  CORPORATION  WILL,  UPON  REQUEST,  REIMBURSE BROKER-DEALERS,
BANKS, CUSTODIANS, NOMINEES AND OTHER FIDUCIARIES FOR THEIR REASONABLE  EXPENSES
INCURRED  IN FORWARDING PROXY MATERIAL TO BENEFICIAL OWNERS OF THE CORPORATION'S
SHARES.

                             APPOINTMENT OF PROXIES

     The persons named in  the accompanying form  of Class A  proxy and form  of
Class  B proxy  are Edward  S. Rogers, O.C.  (the President  and Chief Executive
Officer of the Corporation), Edward Rogers and Melinda Rogers, each of whom is a
director of  the  Corporation. A  SHAREHOLDER  DESIRING TO  APPOINT  SOME  OTHER
PERSON(S)  (WHO NEED NOT BE A SHAREHOLDER)  TO REPRESENT SUCH SHAREHOLDER AT THE
MEETINGS MAY DO  SO BY  STRIKING OUT  THE NAMES  OF THE  SPECIFIED NOMINEES  AND
INSERTING  THE NAME OF THE SHAREHOLDER'S  NOMINEE(S) IN THE BLANK SPACE PROVIDED
OR BY  COMPLETING  ANOTHER  APPROPRIATE  FORM OF  PROXY  AND,  IN  EITHER  CASE,
DELIVERING  THE COMPLETED FORM  OF PROXY, AT  ANY TIME UP  TO 4:30 P.M. (TORONTO
TIME) ON  WEDNESDAY, MAY  26, 2004,  TO THE  SECRETARY OF  THE CORPORATION,  C/O
COMPUTERSHARE  TRUST  COMPANY  OF  CANADA,  100  UNIVERSITY  AVENUE,  9TH FLOOR,
TORONTO, ONTARIO M5J 2Y1, FACSIMILE NUMBER (416) 263-9524 (IN THE TORONTO  AREA)
OR 1-866-249-7775 (OUTSIDE THE TORONTO AREA).

                          NON-REGISTERED SHAREHOLDERS

     Only   registered  shareholders  or  the  persons  they  appoint  as  their
proxyholders are permitted to  attend and/or vote at  the Meetings. However,  in
many  cases,  shares  of  the  Corporation beneficially  owned  by  a  holder (a
"Non-Registered Holder") are registered either:

     (a)   in the name of an  intermediary that the Non-Registered Holder  deals
           with  in  respect  of the  shares,  such as  banks,  trust companies,
           securities dealers  or  brokers  and trustees  or  administrators  of
           self-administered RRSPs, RRIFs, RESPs and similar plans; or

     (b)   in  the name  of a  depository (such  as The  Canadian Depository for
           Securities Limited) of which the intermediary is a participant.
<PAGE>

     In accordance  with  the requirements  of  applicable securities  law,  the
Corporation  has  distributed  copies  of  the  Notices  of  the  Meetings, this
Information  Circular,  the  forms  of   proxy,  and  the  2003  Annual   Report
(collectively,  the "meeting materials") to  the depositories and intermediaries
for onward distribution to Non-Registered Holders.

     Intermediaries are required to forward meeting materials to  Non-Registered
Holders  unless a  Non-Registered Holder has  waived the right  to receive them.
Very often, intermediaries  will use  service companies to  forward the  meeting
materials  to Non-Registered Holders. Non-Registered Holders who have not waived
the right to receive meeting materials will either:

A.  receive, as part of the  meeting materials, a voting instruction form  which
     must  be completed,  signed and delivered  by the  Non-Registered Holder in
     accordance with the directions provided  by the intermediary on the  voting
     instruction  form (which  may in  some cases  permit the  completion of the
     voting instruction form by telephone or through the internet);

     or

B.  be given a form of proxy  which has already been signed by the  intermediary
     (typically  by a facsimile, stamped signature),  which is restricted to the
     number of shares beneficially owned by the Non-Registered Holder but  which
     is  otherwise uncompleted.  This form  of proxy need  not be  signed by the
     Non-Registered Holder. In this case,  the Non-Registered Holder who  wishes
     to  submit a proxy should otherwise properly complete the form of proxy and
     deposit it as described above.

     The purpose  of these  procedures is  to permit  Non-Registered Holders  to
direct  the voting of the shares  they beneficially own. Should a Non-Registered
Holder who receives either a proxy or  a voting instruction form wish to  attend
and  vote at the Meetings  in person (or have another  person attend and vote on
behalf of the  Non-Registered Holder), the  Non-Registered Holder should  strike
out  the names of the  persons named in the  proxy and insert the Non-Registered
Holder's (or such other person's)  name in the blank  space provided or, in  the
case  of a voting instruction form, follow the corresponding instructions on the
form. IN  EITHER  CASE,  NON-REGISTERED  HOLDERS  SHOULD  CAREFULLY  FOLLOW  THE
INSTRUCTIONS OF THEIR INTERMEDIARIES AND THEIR SERVICE COMPANIES.

                                   REVOCATION

     The  appropriate form of proxy must be signed by the shareholder, or by his
or her attorney  authorized in writing,  and should  be dated with  the date  on
which  it is executed. A registered shareholder who has given a proxy may revoke
it by:

     (a)   completing and signing a proxy bearing a later date and depositing it
           with Computershare Trust Company of Canada at the address noted above
           by 4:30 p.m. (Toronto time) on Wednesday, May 26, 2004;

     (b)   depositing an instrument in writing executed by the shareholder or by
           the  shareholder's  attorney  authorized  in  writing:  (i)  at   the
           registered  office of the Corporation at any time up to and including
           the last  business day  preceding  the day  of  the Meetings  or  any
           adjournment  of the Class A Meetings or  Class B Meeting at which the
           proxy is to be used, or (ii) with the Chairman of the Meetings  prior
           to the commencement of the Meetings on the day of the Meetings or any
           adjournment of the Class A Meetings or Class B Meeting; or

     (c)   in  any  other manner  provided  by law  or  by the  Articles  of the
           Corporation.

     The revocation of a proxy  will not affect any matter  on which a vote  has
been  taken before the  revocation. A Non-Registered Holder  may revoke a voting
instruction form or a waiver  of the right to  receive meeting materials and  to
vote given to an intermediary at any time by written notice to the intermediary,
except  that an intermediary is not required to  act on a revocation of a voting
instruction form or of a waiver of the right to receive meeting materials and to
vote that is not received by the  intermediary at least seven days prior to  the
Meetings.

                             EXERCISE OF DISCRETION

     Nominees  named in  the accompanying forms  of proxy will  vote or withhold
from voting the Class  A Shares represented thereby,  or the Class B  Non-Voting
Shares represented thereby, as the case may be, on any ballot that may be called
for   in  accordance   with  the   shareholder's  instructions   (provided  such
instructions are certain) and  if such shareholder has  specified a choice  with
respect  to any matter  to be acted  on at the  Meetings for which  the proxy is
given, the shares will be voted accordingly.

                                        2
<PAGE>

     IN THE ABSENCE OF SUCH INSTRUCTIONS:

A.  CLASS A SHARES WILL BE VOTED (I) ON THE ELECTION OF THE DIRECTORS, IN FAVOUR
    OF THE DIRECTORS NAMED IN THIS INFORMATION CIRCULAR; (II) ON THE APPOINTMENT
    OF AUDITORS, IN FAVOUR OF THE  AUDITORS NAMED IN THIS INFORMATION  CIRCULAR;
    (III)  IN  FAVOUR  OF  THE  AUTHORIZATION  FOR  THE  DIRECTORS  TO  FIX  THE
    REMUNERATION OF THE AUDITORS; AND (IV) ON THE SPECIAL RESOLUTION AND SPECIAL
    SEPARATE RESOLUTION IN THE  FORM OF EXHIBIT A  HERETO (IF APPLICABLE, AS  IT
    MAY  BE AFFECTED IN THE MANNER SET OUT IN NOTE 1 TO EXHIBIT A), IN FAVOUR OF
    SUCH RESOLUTIONS; BUT THE CLASS  A SHARES WILL NOT  BE VOTED ON THE  SPECIAL
    RESOLUTION  (A) TO PROVIDE THAT A CLASS A SHARE THAT HAS BEEN CONVERTED TO A
    CLASS B  NON-VOTING  SHARE AND  A  CLASS A  SHARE  THAT HAS  BEEN  REDEEMED,
    PURCHASED  OR OTHERWISE ACQUIRED  BY THE CORPORATION  SHALL BE CANCELLED AND
    NOT REISSUED; AND (B) TO INCREASE THE NUMBER OF VOTES ATTACHED TO THE  CLASS
    A SHARES FROM TWENTY FIVE TO FIFTY VOTES PER SHARE. THE ACCOMPANYING FORM OF
    PROXY  CONFERS DISCRETIONARY AUTHORITY  UPON THE PERSONS  NAMED THEREIN WITH
    RESPECT TO VOTING ON  AMENDMENTS TO OR VARIATIONS  OF MATTERS IDENTIFIED  IN
    THE  NOTICE OF THE CLASS  A MEETINGS AND WITH  RESPECT TO OTHER MATTERS THAT
    MAY PROPERLY COME BEFORE THE CLASS A MEETINGS. At the time of printing  this
    Information  Circular, management knows of no such amendments, variations or
    other matters to come before the Class A Meetings other than as disclosed in
    Note 1 to Exhibit A hereto, but if any such amendments, variations or  other
    matters  are  properly  brought before  the  Class A  Meetings,  the persons
    designated in the accompanying form of proxy will vote thereon in accordance
    with their discretion; and

B.  CLASS B NON-VOTING SHARES  WILL BE VOTED IN  FAVOUR OF THE SPECIAL  SEPARATE
    RESOLUTION TO BE PLACED BEFORE THE CLASS B MEETING TO PROVIDE THE CONSENT OF
    THE  HOLDERS OF THE CLASS B NON-VOTING SHARES TO THE REDUCTION IN THE NUMBER
    OF VOTES REQUIRED TO BE CAST IN FAVOUR OF A SPECIAL SEPARATE RESOLUTION,  TO
    2/3  OF THE VOTES  CAST IN ORDER  TO PASS SUCH  RESOLUTION. THE ACCOMPANYING
    FORM OF PROXY CONFERS DISCRETIONARY AUTHORITY UPON THE PERSONS NAMED THEREIN
    WITH RESPECT TO VOTING ON AMENDMENTS TO OR VARIATIONS OF MATTERS  IDENTIFIED
    IN  THE NOTICE OF THE CLASS B MEETING AND WITH RESPECT TO OTHER MATTERS THAT
    MAY PROPERLY COME BEFORE THE CLASS B  MEETING. At the time of printing  this
    Information  Circular, management knows of no such amendments, variations or
    other matters  to  come  before  the  Class  B  Meeting,  but  if  any  such
    amendments,  variations  or other  matters are  properly brought  before the
    Class B Meeting, the  persons designated in the  accompanying form of  proxy
    will vote thereon in accordance with their discretion.

  SHARES ENTITLED TO BE VOTED AT THE CLASS A MEETINGS AND THE CLASS B MEETING

     Each  Class A Share carries the right to twenty five votes on a poll at the
Class A Meetings and all Class A Shares outstanding at the close of business  on
April 16, 2004 (the "record date") may be voted at the Class A Meetings. Class B
Non-Voting  Shares and any  series of Preferred  Shares may not  be voted at the
Class A Meetings.

     Each Class B Non-Voting Share  carries the right to one  vote on a poll  at
the  Class B Meeting and all Class  B Non-Voting Shares outstanding at the close
of business on  the record date  may be voted  at the Class  B Meeting. Class  A
Shares  and any  series of  Preferred Shares  may not  be voted  at the  Class B
Meeting.

SHARES AND PRINCIPAL HOLDERS THEREOF

     As at April 19, 2004, there were outstanding 56,235,394 Class A Shares.  To
the  knowledge of the directors and senior officers of the Corporation, the only
person or corporation beneficially owning, directly or indirectly, or exercising
control or direction over  more than 10%  of the outstanding  Class A Shares  is
Edward  S. Rogers O.C., the President and Chief Executive Officer and a director
of the  Corporation. As  of April  19,  2004, Mr.  Rogers beneficially  owns  or
controls  51,116,099  Class A  Shares, representing  approximately 90.9%  of the
issued and outstanding Class A Shares, which  class is the only class of  issued
shares  carrying the right to vote in all circumstances. Of the 51,116,099 Class
A Shares which  Mr. Rogers  beneficially owns  or controls,  46,213,699 Class  A
Shares are held by E.S.R.I.L. Inc.

     As at April 19, 2004, there were outstanding 178,348,921 Class B Non-Voting
Shares.   To  the  knowledge  of  the  directors  and  senior  officers  of  the
Corporation, the only  person or  corporation beneficially  owning, directly  or
indirectly,  or  exercising  control or  direction  over  more than  10%  of the
outstanding Class B Non-Voting Shares is Edward  S. Rogers O.C. As of April  19,
2004,  Mr. Rogers  beneficially owns or  controls 18,626,225  Class B Non-Voting
Shares, representing approximately 10.4% of  the issued and outstanding Class  B
Non-Voting  Shares. In addition 2,425,000 Class  B Non-Voting Shares are held by
trusts for the primary benefit of Mr. Rogers and/or his family. Mr. Rogers  does
not  beneficially own or have  control or direction over  the Class B Non-Voting
Shares held by these trusts.

                                        3
<PAGE>

     Each holder of outstanding Class A Shares and Class B Non-Voting Shares  of
record  at the  record date will  be entitled to  receive notice of  the Class A
Meetings. Each holder of Class B Non-Voting Shares of record at the record  date
will  be entitled to receive notice of the Class B Meeting. Each holder of Class
A Shares  who personally  attends the  Class A  Meetings or  duly completes  and
delivers  an appropriate form of  Class A proxy will  be entitled to twenty five
votes per share  at the  Class A  Meetings on  a poll.  Each holder  of Class  B
Non-Voting  Shares who personally attends the  Class B Meeting or duly completes
and delivers an appropriate form of Class B proxy will be entitled on a poll  to
one vote per share at the Class B Meeting.

     UNDER  APPLICABLE CANADIAN  SECURITIES LAWS, AN  OFFER TO  PURCHASE CLASS A
SHARES OF THE CORPORATION WOULD  NOT REQUIRE THAT AN  OFFER BE MADE TO  PURCHASE
CLASS B NON-VOTING SHARES OF THE CORPORATION.

RESTRICTIONS ON THE TRANSFER, VOTING AND ISSUE OF SHARES

     The  Corporation has a direct or indirect ownership interest in a number of
distinct Canadian  undertakings  which  hold  licences  pursuant  to  applicable
licencing legislation (the "Telecommunications Legislation"). The
Telecommunications  Legislation  includes  the  Broadcasting  Act  (Canada), the
Telecommunications Act (Canada) and the Radiocommunication Act (Canada).

     The Telecommunications Legislation contains separate requirements  relating
to  the level of foreign ownership that is permitted in respect of a given class
of licenced  undertaking. The  Corporation believes  that it,  and each  of  its
subsidiaries,  have at  all times  been in compliance  with all  of the relevant
ownership requirements of the Telecommunications Legislation.

     In April 1996, the Governor in Council (i.e., the federal cabinet) issued a
Direction to  the Canadian  Radio-television and  Telecommunications  Commission
(the  "CRTC") respecting the ineligibility of non-Canadians to hold broadcasting
licences, including  licences to  operate  cable television  undertakings.  That
Direction  substantially harmonized the foreign ownership requirements under the
Broadcasting  Act  with   those  under  the   Telecommunications  Act  and   the
Radiocommunication  Act.  The  Direction  was  amended  in  1997  to  allow  two
non-Canadian controlled telephone  companies to hold  licences to operate  cable
television undertakings within their respective service areas. It was amended in
July 1998 to clarify the restrictions relating to a holding company's ability to
control  or  influence  the  programming  decisions  of  the  licensee operating
company.

     The revised Cabinet Direction authorizes non-Canadians to own and  control,
directly  or indirectly, up to 33 1/3% of the voting shares and up to 33 1/3% of
the number of votes attached to the voting shares of a holding company which has
a subsidiary operating company licenced under the Broadcasting Act. In addition,
up to 20% of the voting shares and up to 20% of the votes attached to the voting
shares of the operating licencee company  may be owned and controlled,  directly
or  indirectly, by  non-Canadians. The  chief executive  officer and  80% of the
members of the  board of  directors of the  operating licensee  company must  be
Canadian. In addition, the holding company and its directors are prohibited from
exercising  control or influence over the  programming decisions of the licensee
company, unless the holding company  satisfies the ownership requirements  which
are  applicable to the licensee company. There are no restrictions on the number
of non-voting shares  that may be  held by non-Canadians  at either the  holding
company  or licencee  company level. The  CRTC retains the  discretion under the
Direction to  determine  whether a  given  licencee  is in  fact  controlled  by
non-Canadians.

     The  cellular, PCS and  paging licenses held  by the Corporation's indirect
subsidiary, Rogers Wireless  Inc., include  a condition  requiring the  licensed
carrier  company  to  comply with  the  ownership  restrictions set  out  in the
Telecommunications Act and the Radiocommunication Act. A maximum level of 20% of
the issued voting shares of the licensed carrier company may be owned by persons
who are not Canadians. In addition, at least 80% of the members of the board  of
directors  of  the  licensed  carrier  company  must  be  Canadian.  Pursuant to
regulations   promulgated   under   the    Telecommunications   Act   and    the
Radiocommunication  Act, a  parent corporation  may have  up to  33 1/3%  of its
voting shares owned by non-Canadians.  Neither the licensed carrier company  nor
the  parent  holding  corporation (such  as  the Corporation)  can  be otherwise
controlled by non-Canadians.

     In order to  ensure that the  Corporation and any  Canadian corporation  in
which  the Corporation  has a direct  or indirect interest  remains qualified to
hold or obtain any cable television, broadcasting or telecommunications  licence
or authority to operate a similar undertaking pursuant to the Telecommunications
Legislation  and to ensure that the  Corporation and any Canadian corporation in
which the Corporation has an interest is not in breach of the Telecommunications
Legislation or  any  licences  issued  to it  or  to  any  Canadian  subsidiary,
associate  or  affiliate of  it  under the  Telecommunications  Legislation, the
existing   and   proposed   Articles   of   the   Corporation   impose   certain
                                        4
<PAGE>

restrictions  on  the issue  and transfer  of the  Corporation's shares  and the
exercise of  voting  rights  attached  thereto.  A copy  of  the  text  of  such
restrictions may be obtained from the Secretary of the Corporation.

     If  in the  opinion of  the Board of  Directors circumstances  arise in the
future that may jeopardize the ability  of the Corporation and its  subsidiaries
to  be qualified  to hold  and obtain  licences in  Canada, the  restrictions on
transfer,  voting  and  issue  of  shares  contained  in  the  Articles  of  the
Corporation will be invoked.

     On  November  19,  2002,  the  Minister  of  Industry  announced  that  the
Government  of  Canada  will  review  the  restrictions  on  foreign   ownership
applicable  to the telecommunications sector.  In February 2003, Rogers Wireless
Inc. appeared before the Parliamentary  Standing Committee on Industry,  Science
and  Technology and filed a brief in support of elimination of the restrictions.
Rogers Cable Communications  Inc., another subsidiary  of the Corporation,  also
made   representations  in  favour  of  elimination  of  the  foreign  ownership
restrictions on cable television companies.  A similar submission had been  made
by  the Corporation in  February of 2002  to the Standing  Committee on Canadian
Heritage urging the removal of  restrictions on foreign ownership applicable  to
cable  television  companies.  On  April 28,  2003,  the  Standing  Committee on
Industry, Science and  Technology released a  report to Parliament  in which  it
recommended  the removal  of all  Canadian ownership  requirements applicable to
telecommunications common carriers, which  would include wireless carriers  such
as  Rogers Wireless Inc. and entities such as the Corporation that have a direct
or indirect interest  in such carriers.  This report also  recommended that  any
changes  made  to  the Canadian  ownership  requirements  for telecommunications
common carriers be extended to cable television companies, such as Rogers  Cable
Communications Inc. However, a second report issued by the Standing Committee on
Canadian  Heritage  in  June,  2003,  has  expressed  concerns  that  changes in
ownership restrictions for  either telecommunications common  carriers or  cable
television  companies could have an adverse  impact on the Canadian broadcasting
system. Given these conflicting reports, the Government of Canada has  indicated
that  it will try  to reconcile the conflicting  recommendations prior to taking
any legislative action. This reconciliation process is currently underway. It is
not yet  known  whether  the Government  of  Canada  will decide  to  amend  the
Telecommunications  Legislation to relax or eliminate the restrictions on either
wireless carriers (such as Rogers  Wireless Inc.) or cable television  companies
(such as Rogers Cable Communications Inc.) that distribute broadcasting services
and provide internet and other telecommunications services to the public.

                    PARTICULARS OF MATTERS TO BE ACTED UPON

                             ELECTION OF DIRECTORS

     The  board  of  directors of  the  Corporation  (the "Board"  or  "board of
directors") presently consists of 17 directors, all of whom are deemed to retire
at the Annual General Meeting but all of whom are eligible for re-election.  The
Board  has determined that the  number of directors to  be elected at the Annual
General Meeting is 17. The persons named  in the enclosed form of Class A  proxy
intend  to vote for  the election of the  17 nominees whose  names are set forth
below. Rogers has indicated to the Corporation that he intends to vote the Class
A Shares held  by him in  favour of the  17 nominees whose  names are set  forth
below.

     Each  director elected will hold office until  his or her successor is duly
elected  at  the  next  annual  general  meeting  of  the  shareholders  of  the
Corporation  unless,  prior thereto,  he or  she  resigns or  his or  her office
becomes vacant by death  or other cause under  applicable law. Each nominee  has
consented  in writing  to act  as a director  of the  Corporation. The following
table and the notes thereto  state the names of all  the persons proposed to  be
nominated  for  election  as directors,  other  positions and  offices  with the
Corporation or  any  of its  significant  affiliates  now held  by  them,  their
principal  occupations or employments, their periods  of service as directors of
the Corporation, the number of Class A  Shares and Class B Non-Voting Shares  of
the Corporation and Class A Multiple Voting Shares and Class B Restricted Voting
Shares  of  the Corporation's  subsidiary,  Rogers Wireless  Communications Inc.
("RWCI") beneficially owned or controlled by each  of them as of April 19,  2004
and the approximate number of Directors' Deferred Share Units of the Corporation
credited  to the account of such person as at April 19, 2004 (see description of
the Directors' Deferred Share Unit Plan under "Other Information -- Compensation
of Directors" in this Information Circular). Also, please see Note 10 below  the
table.   The  Board  has   a  number  of   committees,  including  an  Executive

                                        5
<PAGE>

Committee  and  an Audit  Committee. The  members of  such committees  and other
committees are identified by notes following their names.
<Table>
<Caption>

                                                  PRINCIPAL                                     DIRECTOR   CLASS A SHARES OF THE
                       NAME                       OCCUPATION AND POSITION WITH THE CORPORATION   SINCE          CORPORATION
                       ----                       --------------------------------------------  --------   ---------------------
<S> <C>                <C>                        <C>                                           <C>        <C>

                       RONALD DUNCAN BESSE......  President, Besseco Holdings Inc.                1984          7,000
    (R.D. Besse Pic)   (3)(6)(7)
 Ronald D. Besse, 65, resides in  Toronto, Ontario and has been  a director of the Corporation  since June, 1984. Mr. Besse  was
 formerly  Chairman, President  and Chief  Executive Officer, Gage  Learning Corporation.  Mr. Besse is  also a  director of CML
 Healthcare Inc., C.I. Fund Management Inc., Luxembourg Cambridge Holding  Group and Rogers Media Inc. Mr. Besse graduated  from
 Ryerson  University, Business Administration,  1960 and was awarded  the Alumni Award  of Distinction, Business Administration,
 1998. Mr. Besse is a member of the Chief Executives' Organization, World Presidents' Organization, and past President, Canadian
 Book Publishers' Council.

    (H.G. Emerson      H. GARFIELD EMERSON,       National Chair, law firm of Fasken Martineau    1989           Nil
    Pic)               Q.C......................  DuMoulin LLP; Chairman of the Corporation
                       (3)(4)(5)(7)(8)(9)
 H. Garfield Emerson, Q.C., 63, resides in Toronto, Ontario and has been a director of the Corporation since November, 1989  and
 Chairman  of the Board  since March, 1993. Mr.  Emerson is also a  director of CAE Inc.,  Canada Deposit Insurance Corporation,
 Wittington  Investments,  Limited,  Rogers  Wireless  Communications  Inc.,  Rogers  Cable  Inc.,  Rogers  Media  Inc.,  Rogers
 Telecommunications  Limited and Sunnybrook & Women's Health Sciences Centre. Mr.  Emerson is the past Chair of the Sunnybrook &
 Women's Foundation and past Chair of the Campaign for Victoria University in the University of Toronto. He is a former director
 of the University of Toronto Asset Management  Corporation and member of the Business  Board of the University of Toronto.  Mr.
 Emerson  joined Fasken Martineau DuMoulin LLP, a national law firm, in  August, 2001 as National Chair and a senior partner and
 leader of the firm's mergers and acquisitions practice. In  1990, Mr. Emerson established NM Rothschild & Sons Canada  Limited,
 an  investment banking firm affiliated with the Rothschild international  investment and merchant bank, and, from 1990 to 2001,
 served as its President and Chief Executive Officer. Prior to this, Mr. Emerson practiced law as a senior partner with  Davies,
 Ward  & Beck, Toronto  from 1970 to  1990. Mr. Emerson holds  an Honours B.A.  (History) and LL.B.,  University of Toronto, was
 called to the Bar of Ontario in 1968 and appointed Queen's Counsel in 1980.

    (P.C. Godsoe Pic)  PETER C. GODSOE..........  Company Director                                2003           Nil
                       (7)(9)
 Peter C. Godsoe, 65, resides in Toronto, Ontario and has been a director of the Corporation since October, 2003. Mr. Godsoe has
 served as Chairman  (1995), Chief  Executive Officer (1993),  President and  Chief Operating Officer  (1992) and  Vice-Chairman
 (1982),  of The Bank  of Nova Scotia since  1966. Mr. Godsoe  is also a director  of Empire Company  Limited, Fairmont Hotels &
 Resorts, Ingersoll-Rand  Company,  Lonmin PLC  and  Templeton  Emerging Markets  Investment  Fund.  Mr. Godsoe  holds  a  B.Sc.
 (Mathematics  and Physics) from the University  of Toronto and an M.B.A.  from the Harvard Business School.  He is a C.A. and a
 Fellow of the Institute of Chartered Accountants of Ontario.

<Caption>
                                                                DIRECTORS'
        CLASS B                                                  DEFERRED
      NON-VOTING     CLASS A MULTIPLE                           SHARE UNITS
     SHARES OF THE    VOTING SHARES      CLASS B RESTRICTED       OF THE
      CORPORATION        OF RWCI        VOTING SHARES OF RWCI   CORPORATION
     -------------   ----------------   ---------------------   -----------
<S>  <C>             <C>                <C>                     <C>
        3,265             Nil                       Nil          10,693.60

        3,265             Nil                     1,000          17,329.08

       14,200             Nil                       Nil             612.86
</Table>

                                        6
<PAGE>
<Table>
<Caption>

                                                  PRINCIPAL                                     DIRECTOR   CLASS A SHARES OF THE
                       NAME                       OCCUPATION AND POSITION WITH THE CORPORATION   SINCE          CORPORATION
                       ----                       --------------------------------------------  --------   ---------------------
<S> <C>                <C>                        <C>                                           <C>        <C>

    (T.I. Hull Pic)    THOMAS IAN HULL..........  Chairman and Chief Executive Officer, The       1979         254,200
                       (4)(5)(7)(9)               Hull Group Inc. (insurance)
 Thomas I. Hull, 72, resides in Toronto,  Ontario and has been a director of  the Corporation since February, 1979. Mr. Hull  is
 Chairman  and  Chief Executive  Officer  of The  Hull  Group of  Companies. Mr.  Hull  is also  a  director of  Rogers Wireless
 Communications Inc., Rogers Media Inc. and  Rogers Telecommunications Limited. Mr. Hull is  a graduate of Upper Canada  College
 and  the Insurance Co. of  North America College of  Insurance and Risk Management.  Mr. Hull is a  life member of the Canadian
 Association of Insurance and Financial Advisors and past president of the Life Underwriters' Association of Toronto.

    (R.W. Korthals     ROBERT W. KORTHALS.......  Company Director                                1995           500
    Pic)               (6)(7)(8)
 Robert W. Korthals,  70, resides in  Toronto, Ontario and  has been  a director of  the Corporation since  February, 1995.  Mr.
 Korthals is currently Chairman of the Ontario Teachers' Pension Plan Board and a director of Cognos Inc., Easyhome Inc., Rogers
 Cable  Inc., Suncor Energy Inc., Mulvihull  Exchange Traded Open-End Funds and Jannock  Properties Ltd. Mr. Korthals joined The
 Toronto Dominion Bank in 1967, was appointed  President in 1981, and served in that  capacity until 1995. Mr. Korthals holds  a
 B.Sc., Chemical Engineering, University of Toronto, and an M.B.A. from the Harvard Business School.

    (P.B. Lind Pic)    PHILIP BRIDGMAN LIND,      Vice-Chairman of the Corporation                1979         190,260
                       C.M......................
 Philip  B. Lind, 60, resides in Toronto, Ontario  and has been a director of the  Corporation since February, 1979. Mr. Lind is
 Vice-Chairman of the Corporation. Mr. Lind joined the Corporation 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 Canadian General Tower Limited,
 Council for Business and the Arts, Rogers  Media Inc., Brascan Corporation and The Outdoor  Life Network. Mr. Lind is a  former
 Chairman  of the Canadian Cable Television Association and has served on the Board of the National Cable Television Association
 in the U.S.  Mr. Lind  holds a  M.A. (Political  Science), University of  British Columbia,  an M.B.A.  (Political Science  and
 Sociology),  University of Rochester  and in 2002,  received a Doctor  of Laws, honoris  causa, from the  University of British
 Columbia. In 2002, Mr. Lind was appointed to the Order of Canada.

<Caption>
                                                                DIRECTORS'
        CLASS B                                                  DEFERRED
      NON-VOTING     CLASS A MULTIPLE                           SHARE UNITS
     SHARES OF THE    VOTING SHARES      CLASS B RESTRICTED       OF THE
      CORPORATION        OF RWCI        VOTING SHARES OF RWCI   CORPORATION
     -------------   ----------------   ---------------------   -----------
<S>  <C>             <C>                <C>                     <C>
        9,800             Nil                     1,000          10,046.70

        3,100             Nil                       Nil           6,851.61

        6,402             Nil                       Nil                Nil
 </Table>

                                        7
<PAGE>
<Table>
<Caption>

                                                  PRINCIPAL                                     DIRECTOR   CLASS A SHARES OF THE
                       NAME                       OCCUPATION AND POSITION WITH THE CORPORATION   SINCE          CORPORATION
                       ----                       --------------------------------------------  --------   ---------------------
<S> <C>                <C>                        <C>                                           <C>        <C>
    (A. Mikalachki     ALEXANDER MIKALACHKI.....  Professor Emeritus, Richard Ivey School of      1999           Nil
    Pic)               (3)                        Business, University of Western Ontario
 Alexander Mikalachki,  70, resides  in London,  Ontario and  has  been a  director of  the Corporation  since June,  1999.  Mr.
 Mikalachki  is also  a director  of The Independent  Order of  Foresters, Pacific  and Western Credit  Inc. and  SimEx Inc. Mr.
 Mikalachki served as  Acting Dean,  1989-90, Associate Dean,  Programs, 1981-1991  and Professor Emeritus,  2000, Richard  Ivey
 School  of Business, University of Western Ontario. Mr. Mikalachki holds a B. Comm., Sir George Williams College and an M.B.A.,
 Ph.D., Richard Ivey School of Business, University of Western Ontario.

    (D.R. Peterson     THE HONOURABLE DAVID       Senior partner in law firm of Cassels Brock     1991           Nil
    Pic)               ROBERT PETERSON, P.C.,     & Blackwell
                       Q.C......................
                       (3)
 The Hon. David R. Peterson, P.C., Q.C., 60, resides in Toronto, Ontario and has been a director of the Corporation since April,
 1991. Mr. Peterson is a senior partner and Chairman  of Cassels Brock & Blackwell LLP and Chairman of  Cassels-Pouliot-Noriega,
 an  international affiliation  of Toronto, Montreal  and Mexico City  law firms.  Mr. Peterson was  elected as a  Member of the
 Ontario Legislature in 1975 and became the Leader of the Ontario Liberal party in 1982. He served as Premier of Ontario between
 1985 and 1990. Mr. Peterson is also a director of a number of boards that includes Ivanhoe Cambridge Shopping Centres  Limited,
 Industrielle  Alliance Assurance Company and National Life Assurance Company of Canada, Rogers Wireless Communications Inc. and
 BNP Paribas. Mr. Peterson holds a B.A.  and LL.B., University of Toronto, was called  to the Bar of Ontario in 1969,  appointed
 Queen's Counsel in 1980, and summoned by Her Majesty to the Privy Council in 1992.

    (E.S. Rogers Pic)  EDWARD SAMUEL ROGERS,      President and Chief Executive Officer of the    1979        51,116,099
                       O.C. ....................  Corporation
                       (1)(2)(4)(8)(9)
 Edward  S. Rogers, O.C., 70, resides in  Toronto, Ontario and has been a director  and President and Chief Executive Officer of
 the Corporation since  January, 1979.  Mr. Rogers  is also  a director  and Chairman  of Rogers  Wireless Communications  Inc.,
 Chairman  of  Rogers Cable  Inc., Vice-Chairman  of Rogers  Media Inc.,  and President  and Chief  Executive Officer  of Rogers
 Telecommunications Limited. Mr. Rogers also serves as a director of Cable Television Laboratories, Inc. and the Canadian  Cable
 Television  Association. Mr. Rogers holds a B.A., University of Toronto,  LL.B., Osgoode Hall Law School, and was called to the
 Bar of Ontario in  1962. Mr. Rogers was  appointed an Officer  of the Order of  Canada in 1990 and  inducted into the  Canadian
 Business Hall of Fame in 1994. In 2002, Mr. Rogers was inducted into the U.S. Cable Hall of Fame.

<Caption>
                                                                DIRECTORS'
        CLASS B                                                  DEFERRED
      NON-VOTING     CLASS A MULTIPLE                           SHARE UNITS
     SHARES OF THE    VOTING SHARES      CLASS B RESTRICTED       OF THE
      CORPORATION        OF RWCI        VOTING SHARES OF RWCI   CORPORATION
     -------------   ----------------   ---------------------   -----------
<S>  <C>             <C>                <C>                     <C>
        3,000             Nil                       Nil           1,412.69

        1,000             Nil                     2,000           6,801.57

     18,614,690       62,820,371             16,317,644                Nil

</Table>

                                        8
<PAGE>
<Table>
<Caption>

                                                  PRINCIPAL                                     DIRECTOR   CLASS A SHARES OF THE
                       NAME                       OCCUPATION AND POSITION WITH THE CORPORATION   SINCE          CORPORATION
                       ----                       --------------------------------------------  --------   ---------------------
<S> <C>                <C>                        <C>                                           <C>        <C>

    (E. Rogers Pic)    EDWARD ROGERS............  President and Chief Executive Officer,          1997          1,000
                       (4)(8)(9)(11)              Rogers Cable Communications Inc.
 Edward  S. Rogers, 34, resides in  Toronto, Ontario and has been  a director of the Corporation  since May, 1997. Mr. Rogers is
 President and Chief Executive Officer, Rogers Cable Communications Inc. Mr. Rogers also serves as a director of Rogers Wireless
 Communications Inc., Rogers Cable Inc., Rogers Media Inc.,  SportsNet Inc., the Toronto Blue Jays and Futureway  Communications
 Inc.  Previously, he  worked for Comcast  Corporation, Philadelphia,  1993-1996, and has  served as  Vice-President and General
 Manager, Paging, Data  and Emerging Technologies,  Rogers Wireless Inc.,  1996-1998, Vice-President and  General Manager,  GTA,
 Rogers Cable Inc., 1998-2000, and Senior Vice-President, Planning and Strategy, of the Corporation, 2000-2002. Mr. Rogers holds
 a B.A., University of Western Ontario.

    (L.A. Rogers Pic)  LORETTA ANNE ROGERS......  Company Director                                1979          1,000
                       (2)
 Loretta A. Rogers, 65, resides in Toronto, Ontario and has been a director of the Corporation since December, 1979. Mrs. Rogers
 also serves as a director of Rogers Media Inc., Rogers Telecommunications Limited and Sheena's Place. Mrs. Rogers holds a B.A.,
 University of Miami and an honorary Doctorate of Laws, University of Western Ontario.

    (M.M. Rogers Pic)  MELINDA M. ROGERS........  Vice-President, Strategic Planning and          2002           100
                       (6)                        Venture Investments of the Corporation
 Melinda M. Rogers, 33, resides in Toronto and has been a director of the Corporation since May, 2002. Ms. Rogers also serves as
 a  director of Rogers Cable Inc., The Ontario Media Development Corporation, STSN Inc. and the Jays Care Foundation. Ms. Rogers
 was appointed Vice-President, Venture Investments, of the Corporation in September, 2000. Prior to joining the Corporation, Ms.
 Rogers was a Product Manager for Excite@Home, Redwood, California. Ms. Rogers holds a B.A., University of Western Ontario,  and
 an M.B.A., University of Toronto.

    (W.T. Schleyer     WILLIAM TATE SCHLEYER....  Chairman and Chief Executive Officer,           1998           Nil
    Pic)               (7)(8)                     Adelphia Communications Corporation (cable
                                                  communications)
 William T. Schleyer, 52, resides in Rye Beach, New Hampshire and has been a director of the Corporation since August, 1998. Mr.
 Schleyer  is Chairman and Chief Executive Officer of Adelphia Communications Corporation. He previously served as President and
 Chief Executive Officer, AT&T Broadband, as a principal in Pilot House Ventures, where he served as a liaison between investors
 and entrepreneurs, as President and Chief Operating Officer of  MediaOne, the broadband services arm of U.S. West Media  Group,
 and  as President and Chief Operating Officer  of Continental Cablevision, Inc. before that  company's merger with U.S. West in
 1996. Mr. Schleyer holds a B.A. (Mechanical Engineering), Drexel University and an M.B.A. from the Harvard Business School.

<Caption>
                                                                DIRECTORS'
        CLASS B                                                  DEFERRED
      NON-VOTING     CLASS A MULTIPLE                           SHARE UNITS
     SHARES OF THE    VOTING SHARES      CLASS B RESTRICTED       OF THE
      CORPORATION        OF RWCI        VOTING SHARES OF RWCI   CORPORATION
     -------------   ----------------   ---------------------   -----------
<S>  <C>             <C>                <C>                     <C>
       40,000             Nil                     1,000                Nil

       34,265             Nil                     1,000           6,561.38

         100              Nil                     1,000                Nil

       30,000             Nil                       Nil           7,328.17

</Table>

                                        9
<PAGE>
<Table>
<Caption>

                                                  PRINCIPAL                                     DIRECTOR   CLASS A SHARES OF THE
                       NAME                       OCCUPATION AND POSITION WITH THE CORPORATION   SINCE          CORPORATION
                       ----                       --------------------------------------------  --------   ---------------------
<S> <C>                <C>                        <C>                                           <C>        <C>

    J.A. Tory Pic)     JOHN ARNOLD TORY,          President, Thomson Investments Limited          1979          37,800
                       Q.C. ....................  (holding company)
                       (4)(5)(7)(9)
 John A. Tory, Q.C., 74, resides in Toronto, Ontario and has  been a director of the Corporation since December, 1979. Mr.  Tory
 is  President of Thomson  Investments Limited. Mr. Tory  also serves as  a director of The  Thomson Corporation, The Woodbridge
 Company Limited  and Abitibi-Consolidated  Inc. Mr.  Tory was  educated at  University of  Toronto Schools,  Toronto,  Phillips
 Academy, Andover, Massachusetts and holds an LL.B. from the University of Toronto. Mr. Tory was called to the Bar of Ontario in
 1954 and appointed Queen's Counsel in 1965.

    (J.C.C.            JOHN CHRISTOPHER COUNSEL   Chairman, Rogers Telecommunications Limited     1982           Nil
    Wansbrough Pic)    WANSBROUGH...............  (holding company)
                       (3)(4)(6)(9)
 J.  Christopher C. Wansbrough, 71, resides in Toronto, Ontario and has been a director of the Corporation since December, 1982.
 Mr. Wansbrough is Chairman, Rogers Telecommunications  Limited. Mr. Wansbrough has also  served as President of National  Trust
 Company  and Chairman of  the Board of  Omers Realty Corporation.  Mr. Wansbrough serves  as a director  of United Corporations
 Limited., Rogers Wireless Communications Inc., Rogers Cable Inc.  and Rogers Media Inc. Other affiliations include Chairman  of
 the  Board of the R.S. McLaughlin Foundation and The Independent Order of Foresters. Mr. Wansbrough holds a B.A., University of
 Toronto and is a Chartered Financial Analyst.

    (C. Watson Pic)    COLIN D. WATSON..........  President and Chief Executive Officer,           n/a         147,000
                                                  Vector Aerospace
 Colin D. Watson, 62, resides in Toronto, Ontario and was  formerly a director of the Corporation from 1979-1996. Mr. Watson  is
 President and Chief Executive Officer, Vector Aerospace. Mr. Watson was President and Chief Executive Officer of Spar Aerospace
 Limited  from 1996-2000 and was  Vice-Chairman and Chief Executive Officer  from 2000-2001. Mr. Watson  is a director of Rogers
 Cable Inc., B Split II Corporation;  Cygnal Technologies Corp.; Great Lakes Carbon  Income Fund; Kasten Chase Applied  Research
 Limited;  Louisiana-Pacific Corporation; NorthStar Aerospace; OnX Incorporated and Persona  Inc. Mr. Watson was a member of the
 National Information Highway Advisory Council (1995-1997)  and he is a member of  the Association of Professional Engineers  of
 Ontario.  Mr. Watson holds a B.A.Sc. (Mechanical Engineering) degree from the University of British Columbia and an M.B.A. from
 the University of Western Ontario, Ivey School of Business.

<Caption>
                                                                DIRECTORS'
        CLASS B                                                  DEFERRED
      NON-VOTING     CLASS A MULTIPLE                           SHARE UNITS
     SHARES OF THE    VOTING SHARES      CLASS B RESTRICTED       OF THE
      CORPORATION        OF RWCI        VOTING SHARES OF RWCI   CORPORATION
     -------------   ----------------   ---------------------   -----------
<S>  <C>             <C>                <C>                     <C>
       56,065             Nil                       Nil           7,585.89

        2,665             Nil                       Nil           5,333.38

         Nil              Nil                       Nil                Nil

</Table>

                                        10
<PAGE>
<Table>
<Caption>

                                                  PRINCIPAL                                     DIRECTOR   CLASS A SHARES OF THE
                       NAME                       OCCUPATION AND POSITION WITH THE CORPORATION   SINCE          CORPORATION
                       ----                       --------------------------------------------  --------   ---------------------

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

<Caption>
                                                                DIRECTORS'
        CLASS B                                                  DEFERRED
      NON-VOTING     CLASS A MULTIPLE                           SHARE UNITS
     SHARES OF THE    VOTING SHARES      CLASS B RESTRICTED       OF THE
      CORPORATION        OF RWCI        VOTING SHARES OF RWCI   CORPORATION
     -------------   ----------------   ---------------------   -----------
<S>  <C>             <C>                <C>                     <C>
        6,028             Nil                       Nil           6,579.83
</Table>

NOTES:

(1)  Further  details concerning  these and  other holdings  are described above
     under the heading "Shares and Principal Holders Thereof".

(2)  Loretta Anne Rogers is married to Edward Samuel Rogers.

(3)  Denotes member of the Audit Committee of the Corporation.

(4)  Denotes member of Executive Committee of the Corporation.

(5)  Denotes member  of Nominating  and Corporate  Governance Committee  of  the
     Corporation.

(6)  Denotes member of Pension Committee of the Corporation.

(7)  Denotes member of Compensation Committee of the Corporation.

(8)  Denotes member of Technology Committee of the Corporation.

(9)  Denotes member of Finance Committee of the Corporation.

(10) All  directors are  the holders  of options  to acquire  Class B Non-Voting
     Shares.

(11) Edward Rogers  is the  son and  Melinda Rogers  is the  daughter of  Edward
     Samuel Rogers and Loretta Anne Rogers.

     Each  of  the  persons  proposed  to be  nominated  as  a  director  of the
Corporation, other  than Colin  D. Watson,  is now  a director  and has  been  a
director  since the date indicated above.  Information as to shares beneficially
owned by each nominee or over which each nominee exercises control or direction,
not being within  the knowledge of  the Corporation, has  been furnished by  the
respective nominees individually.

                            APPOINTMENT OF AUDITORS

     The  persons named  in the  enclosed form  of proxy  intend to  vote at the
Annual General Meeting  for the re-appointment  of KPMG LLP  as auditors of  the
Corporation to hold office until the next annual general meeting of shareholders
and to vote to authorize the directors to fix their remuneration.

     The  following table  presents fees  for professional  services rendered by
KPMG LLP to the Corporation for the audit of the Corporation's annual  financial
statements  for 2003 and  2002, and fees  billed for other  services rendered by
KPMG LLP.

<Table>
<Caption>
                                                                 2003          2002
                                                              ----------    ----------
<S>                                                           <C>           <C>
Audit fees..................................................  $2,387,383    $2,286,424
Audit related fees(1).......................................     386,006       360,500
Tax fees(2).................................................     913,824     1,126,212
All other fees(3)...........................................      96,039       367,958
                                                              ----------    ----------
Total.......................................................  $3,783,252    $4,141,094
                                                              ==========    ==========
</Table>

- ---------------

(1) Audit related fees consist principally of regulatory audits and reviews  and
    other specified procedures audits.

(2) Tax fees consist of fees for tax consultation and compliance services.

(3) All  other fees consist  principally of fees for  services related to French
    translation and audits of the conversion of IT related systems.

                                        11
<PAGE>

              THE NEW BUSINESS CORPORATIONS ACT (BRITISH COLUMBIA)

     The corporation legislation of the Province of British Columbia has applied
to  the  Corporation  since  1987.  That  legislation  has  recently   undergone
significant  modernization,  with  the replacement  of  the Company  Act  by the
Business Corporations Act  (the "BCA") effective  March 29, 2004.  The board  of
directors  passed the  appropriate resolutions on  April 21, 2004  to effect the
basic transition of  the Corporation from  the Company  Act to the  BCA and  the
Corporation  was transitioned  effective April  23, 2004.  This basic transition
means that  the Corporation  now  has a  Notice of  Articles  (in place  of  its
Memorandum)  and Articles that are substantially  the same, respectively, as the
Memorandum and Articles that  existed prior to  the transition. The  Memorandum,
formerly,  and now the Notice of Articles is kept by the registrar appointed now
under the BCA  and, among  other things,  sets out  the number  and classes  and
series of shares in the capital of the Corporation. The Articles are kept by the
Corporation at its records office and, among other things, set out rules for the
conduct  of  the business  and affairs  of  the Corporation  and the  rights and
restrictions that are attached to those various classes and series of shares  of
the  Corporation  that are  now  identified in  the  Notice of  Articles  of the
Corporation and were formerly identified in its Memorandum.

     The BCA contains new wording and  a number of new concepts and  provisions.
Management has determined that it is desirable to update the Articles and Notice
of  Articles to better reflect the BCA and to delete from such documents various
provisions that  have become  obsolete over  time  or which  are now  no  longer
required  as a result of the provisions in the BCA. In addition, the BCA permits
the Articles of  the Corporation to  more closely parallel  the form of  typical
by-laws of a corporation that is subject to the Canada Business Corporations Act
and  management  believes  that  it  is  desirable,  where  possible,  that  the
Corporation's Articles should take  advantage of this  possibility since it  may
allow   for  a  broader  understanding   and  acceptance  of  the  Corporation's
constitution. These changes are to be brought into effect by the passage by  the
holders  of the  Class A  Shares of  a combined  special resolution  and special
separate resolution and are described below under the heading "The BCA:  Matters
for  Consideration of the Class  A Meetings". In addition,  there is a matter in
relation to these proposed changes that must be considered by the holders of the
Class B Non-Voting Shares arising from  the BCA, more fully described under  the
heading "The BCA: Matter for Consideration of the Class B Meeting" below.

THE BCA: MATTERS FOR CONSIDERATION OF THE CLASS A MEETINGS

     The  holders of the Class A Shares will be asked to pass a combined special
resolution and special  separate resolution the  text of which  is set forth  in
Exhibit A. To be effective these combined resolutions must be passed by at least
the  favourable vote  of 3/4  of the  votes cast  on the  motion to  approve the
resolutions.

     The combined resolutions: (i) by  special resolution, (a) amend the  Notice
of  Articles of  the Corporation to  remove the application  of the Pre-existing
Company Provisions (as such term is defined in Exhibit A); (b) further amend the
Notice of  Articles of  the Corporation  to eliminate  the series  of  Preferred
Shares  of the Corporation  (the "Preferred Shares") that  are authorized but no
shares of which are  currently issued; and (c)  delete the existing Articles  of
the Corporation in their entirety and substitute new Articles therefor; and (ii)
by  special separate resolution, provide the consent of the holders of the Class
A Shares, as such, to the reduction to  2/3 of the votes cast, in the number  of
votes required to be cast in favour of a special separate resolution in order to
pass such resolution.

     By  the terms of the  special resolution set out in  Exhibit A and the BCA,
the alteration to  the Articles  of the  Corporation does  not become  effective
until firstly a Notice of Alteration of the Corporation's Notice of Articles has
been  filed with  the registrar  under the BCA  removing the  application of the
Pre-existing Company  Provisions  to  the  Corporation;  secondly,  the  special
resolution  has been  received for deposit  at the  Corporation's records office
and, subsequently,  a  Notice  of  Alteration of  the  Corporation's  Notice  of
Articles  has been filed with the registrar under the BCA in respect of each of:
(a) the elimination from the Notice of Articles of references to certain  series
of  Preferred Shares defined below as  "Obsolete Series"; and (b) the alteration
of certain special  rights or  restrictions attached  to certain  shares of  the
Corporation.

     The  Board recommends that the  holders of the Class  A Shares vote FOR the
combined special resolution and special separate resolution set out in Exhibit A
(if applicable, as affected by Note 1 of Exhibit A).

     Prior to the  combined special resolution  and special separate  resolution
being  moved at  the Class  A Meetings,  the holders  of the  Class B Non-Voting
Shares will  be  asked  to pass  at  the  Class B  Meeting  a  special  separate
resolution  described below under the heading "The BCA: Matter for Consideration
of the Class B Meeting".  If such special separate  resolution is not passed  by
the  requisite majority of 3/4 of  the votes cast by the  holders of the Class B
Non-Voting Shares, the special resolution set out in Exhibit A will be deemed to
be read as set out in Note 1 to
                                        12
<PAGE>

Exhibit A, the effect  of which is to  maintain, at 3/4 of  the votes cast,  the
number  of votes required to be cast  in favour of a special separate resolution
in order to pass such resolution.

REMOVAL OF THE APPLICATION TO THE CORPORATION OF THE PRE-EXISTING COMPANY
PROVISIONS

     Under the BCA, the Corporation, as  a company that pre-existed the BCA,  is
subject to a set of provisions designated as the Pre-existing Company Provisions
(the  "PCPs"). The PCPs that have specific application to the Corporation are as
follows:

     (a)   a special resolution requires a majority of 3/4 of the votes cast  in
           order to pass;

     (b)   a special separate resolution requires a majority of 3/4 of the votes
           cast in a class or series vote in order to pass; and

     (c)   before  purchasing any of its  shares, subject to certain exceptions,
           the Corporation  must make  an offer,  to every  shareholder  holding
           shares of the class or series to be purchased, to purchase the shares
           pro rata.

     There  are additional PCPs that do not  apply to the Corporation because of
specific exemptions applicable to the Corporation in its current  circumstances,
but  in order to remove the application of  any of the PCPs, it is a requirement
to remove the application of all of the PCPs.

     If the Articles  of the  Corporation are amended  in the  form attached  as
Schedule  A  to Exhibit  A  to this  Information  Circular as  more particularly
described under the subheading "Amendments to  the Articles" below then, in  the
case  of the PCPs identified above as applicable to the Corporation, the removal
of their application would have the following results:

     (a)   a special resolution  of the holders  of Class A  Shares as the  only
           voting  shares of the Corporation would  require a majority of 2/3 of
           the votes cast in order to pass;

     (b)   a special separate resolution of the holders of a class or series  of
           shares  of the  Corporation would  require a  majority of  2/3 of the
           votes cast in a class or series vote in order to pass; and

     (c)   the Corporation need not, before  purchasing any of its shares,  make
           an offer to purchase such shares pro rata.

     Special  resolutions (or their  equivalent in which  all shareholders vote)
are required to be passed to  authorize a number of corporate actions  including
transactions such as certain amalgamations, arrangements and continuances out of
British  Columbia. Except  in the case  of continuance out  of British Columbia,
such transactions also will often require approvals of each class and series  of
a  corporation's shares by special separate  resolutions because they may affect
in certain  ways the  rights or  special  rights attached  to such  shares.  Any
proposed  changes to the Articles of  a corporation which prejudice or interfere
with the rights or special rights attached  to a class or series of shares  must
also  be consented to by a special  separate resolution passed by the holders of
the class or series affected.

     Prior to the new BCA, the majority required to pass special resolutions and
the equivalent of special separate resolutions  was 3/4 of the votes cast.  This
requirement  is continued by the PCPs as long as the Corporation remains subject
to the PCPs. For all new  corporations incorporated under the BCA, the  majority
required to pass these resolutions will be 2/3 of the votes cast as it currently
is  in  analogous  circumstances  under the  Canada  Business  Corporations Act.
Management believes  that  it is  appropriate  that the  Corporation  adopt  the
requirement  of  a  favourable  vote of  2/3  of  the votes  cast  on  a special
resolution and  a special  separate  resolution, as  the appropriate  number  of
favourable  votes required to be obtained in  order to pass resolutions of these
types.

     With regard to the Corporation not being subject to a corporate requirement
to offer to purchase back its shares on a pro rata basis, such transactions  are
governed,  in any event,  by securities laws of  various provinces and elsewhere
where the Corporation has shareholders. In general these securities laws mandate
pro rata  purchases  or their  functional  equivalent with  certain  exceptions.
Management  believes that securities law  and not the Corporation's constitution
should govern  when  the  Corporation  must make  pro  rata  purchases  in  such
transactions.

     In  order  to delete  the application  of  the PCPs  to the  Corporation, a
special resolution must  be passed (on  which only  the holders of  the Class  A
Shares vote). In addition because the consent of each class and series of shares
may  be legally  required, it  is desirable  that the  holders of  each of those
classes and  series by  special separate  resolution consent  to the  reduction.
Accordingly,  the holders of  the Class A  Shares have been  asked to consent to
this reduction by a special  separate resolution to be  passed by them in  their
capacity  as holders of  a class of  shares of the  Corporation. It is desirable
that the holders of the Class B Non-Voting Shares also consent to the  reduction
by special separate resolution.
                                        13
<PAGE>

If the holders of the Class B Non-Voting Shares do not pass such a resolution by
the  requisite majority (3/4 of the votes cast) assuming all requisite approvals
from the holders of the Class A  Shares are obtained, the PCPs will still  cease
to  apply to the Corporation, but the Articles will provide (as a consequence of
Note 1 to Exhibit  A) that a  majority of 3/4  of the votes  cast will still  be
required to pass special separate resolutions.

The  holders of  all of  the Preferred  Shares of  the Corporation  that will be
outstanding by the time of the Class A Meetings (all of whom are subsidiaries of
the Corporation)  must also  consent, but  they will  have given  all  necessary
consents to this matter and all related matters by the time of such meetings.

DELETION OF THOSE SERIES OF THE CORPORATION'S PREFERRED SHARES, THE SHARES OF
WHICH ARE NOT NOW OUTSTANDING

     The  Corporation has Preferred Shares issuable  in series, of which, by the
time of the Class A  Meetings, shares of only  3 series will remain  outstanding
(Series  XXVII, XXX  and XXXI). The  Corporation's Notice  of Articles provides,
however, for an additional 21 series (the "Obsolete Series") none of the  shares
of  which  are currently  outstanding  and the  Corporation's  existing Articles
contain voluminous provisions constituting the rights and restrictions  attached
to the Obsolete Series. The Obsolete Series were created for issuance in various
anticipated  transactions and were  either issued in  such transactions and have
since been redeemed  or otherwise  reacquired by  the Corporation  or they  were
never issued because the transaction with respect to which they were created was
not completed or because the number created exceeded the number required. In any
case,  the  Obsolete  Series  are  no  longer  needed  and  management  believes
references to  the Obsolete  Series  should be  deleted from  the  Corporation's
Notice of Articles and the rights and restrictions attached to them deleted from
the Articles.

AMENDMENTS TO THE ARTICLES

     As  noted above, the articles of a corporation, among other things, set out
rules for the  conduct of  its business  and affairs.  For the  reasons set  out
above,  including  the enactment  of  the BCA,  it  is desirable  to  update the
Corporation's Articles.

     The Articles, in  their proposed  amended form are  (subject to  Note 1  of
Exhibit  A) attached to  the special resolution  appearing as Exhibit  A to this
Information Circular. The amendments principally  reflect the provisions of  the
BCA  that  modernize British  Columbia  corporation legislation,  including, for
instance,  those  that   facilitate  electronic   communications,  broaden   the
indemnification  of officers  and directors and  lower the  majority required to
pass special resolutions and special separate resolutions from 3/4 to 2/3 of the
votes cast on such resolutions. The  new Articles remove a number of  provisions
in  the  existing  Articles  that  are  now covered  by  the  BCA  to  avoid the
possibility of conflict  or the possibility  of having to  comply both with  the
statutory provision and a corresponding but different provision in the Articles.
The  Articles are also proposed  to be changed to  conform in many respects with
the typical by-laws of Canada  Business Corporations Act public companies  while
maintaining  many features of Articles now permitted to be adopted by BCA public
companies. In  addition,  the proposed  Articles  reflect the  deletion  of  the
special  rights and restrictions  attaching to the  Obsolete Series of Preferred
Shares. It may be noted that the controlling shareholder of the Corporation  has
requested  changes to the Articles to prevent reissue of Class A Shares acquired
by the Corporation as a result of, among other things, conversion or  repurchase
and  to increase  the number of  votes attached to  the Class A  Shares to fifty
votes per share. For reasons given  below under the heading "Special  Resolution
to  Amend the  Articles of  the Corporation  to Provide  that No  Class A Voting
Shares of  the Corporation  that  Have Been  Converted, Redeemed,  Purchased  or
Otherwise  Acquired by  the Corporation  Shall be  Reissued and  to Increase the
Number of Votes Attached to Class A Shares to Fifty Votes per Share", this  will
be  dealt with  separately as  an amendment  to the  new Articles  approved as a
result of the approval of the special resolution set out in Exhibit A.

     In addition to the deletion of the rights and restrictions attached to  the
Obsolete Series of Preferred Shares, changes from the existing Articles effected
by  the  proposed new  Articles  include the  following  (references are  to the
specific articles contained in the new Articles which are set out in Schedule A,
subject to Note 1 of Exhibit A):

Corporate Organizational Matters

1.   The new Articles provide for the  maintenance of a registered office and  a
     records  office of  the Corporation that  are situated  in British Columbia
     (Article 2.1). The information which must be located in the records  office
     is left to be governed by the BCA and is not contained in the Articles.

2.   The  extensive provisions in the existing Articles dealing with the custody
     of the corporate seal and who is entitled to affix the corporate seal  have
     been deleted and replaced by a simpler provision (Article 2.2).

                                        14
<PAGE>

3.   The  financial year end of the Corporation  (December 31) is set out in the
     new Articles subject to alteration by the directors (Article 2.3).

4.   The  new  Articles   (unlike  the  existing   Articles)  provide   specific
     authorization  to the  signing officers of  the Corporation  to execute and
     deliver proxies  and  to  exercise  the  voting  rights  attaching  to  any
     securities held by the Corporation (Article 2.6).

5.   The  new  Articles  (unlike the  existing  Articles) provide  the  board of
     directors with  the  specific  authority  to  subdivide  the  Corporation's
     business  and  operations into  divisions  and departments  and  to appoint
     separate divisional officers (Articles 10.1 and 10.3).

6.   The new  Articles contain  a  simplified set  of provisions  regarding  the
     appointment  by the  board of  directors of  a person  as the Corporation's
     attorney (Article 5.16).

Borrowing and Banking

1.   The new Articles specifically  authorize the board  of directors to  select
     the  banks and other financial institutions  with whom the Corporation does
     business  (Article  2.5).  Most  of   these  institutions  expect  that   a
     corporation's constating documents will contain such a provision as well as
     the next two items.

2.   The  new Articles  grant the board  of directors the  specific authority to
     delegate their  power to  approve borrowing  and the  granting of  security
     (Article 14.3).

3.   The  new Articles specify that the Corporation  has the power to borrow and
     grant security under the Special Corporations Powers Act of Quebec (Article
     14.4).

4.   The new Articles (unlike the  existing Articles) do not contain  provisions
     regarding the maintenance in British Columbia of certain records concerning
     debentures  and debenture holders since the corresponding provisions in the
     Company Act (British Columbia) requiring  the maintenance of these  records
     are not contained in the BCA.

Directors

1.   The  new  Articles specify  basic  qualifications required  for  persons to
     become, or remain, directors of the Corporation (Article 3.2).

2.   The new Articles (unlike the  existing Articles) do not contain  provisions
     dealing with the powers of the board of directors when there is less than a
     quorum of directors in office, since these are governed by the BCA.

3.   The new Articles provide for the acclamation of directors where the size of
     the  board  of  directors,  as  previously  established  by  the  board  of
     directors, equals or exceeds the number of directors nominated for election
     (Article 3.3).

4.   The new  Articles  provide  that  directors  may  be  removed  by  ordinary
     resolution,  as opposed to a special resolution required under the existing
     Articles (Article 3.4).

5.   The new Articles  clarify that  the board  of director's  power to  appoint
     additional  directors between annual meetings cannot result in the board of
     directors exceeding the stated maximum of 25 directors (Article 3.7).

6.   The new Articles (unlike the existing  Articles) do not empower a  director
     to  appoint an alternate director to act  in his or her absence since there
     is lacking legislative authority for such an action.

7.   The new Articles (unlike the  existing Articles) do not contain  provisions
     regarding  the validity of acts of the board of directors notwithstanding a
     defect in their appointment. These  matters are specifically dealt with  in
     the BCA.

8.   The  new Articles specifically permit meetings of the board of directors to
     be held inside or outside of Canada (Article 3.10).

9.   The new Articles provide  that participation in a  meeting of the board  of
     directors  or  a  committee  may  be  by  telephonic,  electronic  or other
     communication  facility  if  the   directors  participating  are  able   to
     communicate with each other (Article 3.9).

10. The new Articles provide that the President of the Corporation, the Chairman
    and  the Vice or  Deputy Chairman alone can  call a meeting  of the board of
    directors and, in addition, that two directors (rather than the one director
    required under the existing Articles) have the ability to call a meeting  of
    the board of directors (Article 3.11).

                                        15
<PAGE>

11. The  new Articles require that notice of a meeting of the board of directors
    must now be given at least 48 hours prior to the meeting (Article 3.12).

12. The new Articles provide that a waiver by a director of notice of a  meeting
    may be in any form (Article 3.12).

13. The new Articles provide that notice of an adjourned meeting of the board of
    directors  is not required if the time and place of the adjourned meeting is
    announced at the original meeting (Article 3.14).

14. The new  Articles  provide  that  the matters  constituting  a  conflict  of
    interest  and the steps required to be taken by a director or senior officer
    who has a conflict of interest are to be governed by the BCA (Article 3.18).

15. The new Articles simplify the  provisions regarding relief of directors  and
    officers  from  liabilities  by  tying  such  limits  to  the  corresponding
    provisions in the BCA (Article 6.1).

16. The new Articles provide that the indemnification of directors and  officers
    is  now authorized in all circumstances, and to the fullest extent permitted
    by the BCA (Article 6.2).

17. The new  Articles provide  that the  directors  have the  power to  fix  the
    remuneration of the auditors (Article 4.5).

Committees of Board of Directors

1.   The  new  Articles  require the  board  of  directors to  appoint  an audit
     committee  that  complies  as  regards  composition  and  powers  with  all
     applicable  law (Article 4.5). The  power of the board  of directors to set
     the remuneration of the auditors may be delegated to the audit committee.

Officers

1.   The new Articles do not contain requirements that a President or  Secretary
     be  appointed  and  that  the  President  of  the  Corporation  not  be the
     Secretary.

2.   The new Articles provide for the designation of a Chief Executive  Officer,
     a  Chief  Operating Officer  and a  Chief  Financial Officer  and establish
     default  responsibilities  for   such  officers   in  the   absence  of   a
     determination  to the contrary  by the board of  directors (Articles 5.4 to
     5.6).

3.   In addition to the  President and Secretary  whose appointment is  provided
     for  in the  existing Articles,  the new  Articles specifically  permit the
     appointment of  Vice-Presidents  and  a  Treasurer  and  establish  default
     responsibilities  for the President, the Secretary and the Treasurer in the
     absence of a determination to the contrary by the board of directors or the
     Chief Executive Officer (Articles 5.7 to 5.10).

4.   The new Articles provide that senior officers must comply with the conflict
     of interest rules set out in the BCA (Article 5.15).

5.   The new Articles expressly allow the board of directors to require selected
     officers, employees and agents to obtain fidelity bonds (Article 5.17).

Shares

1.   The new Articles do  not expressly provide  (unlike the existing  Articles)
     that  the power  of the board  of directors  to issue shares  is subject to
     being constrained  by a  resolution at  a general  meeting of  shareholders
     authorizing any increase or alteration of capital.

2.   The  new Articles (unlike the existing  Articles) do not contain provisions
     imposing pre-emptive rights  in favour of  shareholders if the  Corporation
     ceases to be a reporting issuer.

3.   The  new Articles do not contain  (unlike the existing Articles) provisions
     enabling the board of directors to  pay commissions and allow discounts  in
     respect  of  the  issuance  of shares  since  these  actions  are expressly
     permitted by the BCA.

4.   The Corporation under the new Articles will be permitted to charge for  the
     replacement  of  lost  or  mutilated  certificates  or  for  the  issue  of
     additional certificates and, except as prescribed by law, there will be  no
     limit  on  the  charges  for the  issue  of  additional  share certificates
     (Article 7.9).  The existing  Articles limited  such charges  to $1.00  and
     regulations under the BCA limit the amount that may be charged to replace a
     certificate to $2.00.

5.   The  new Articles do not contain provisions regarding the kinds and content
     of share records to be maintained  by the Corporation as these matters  are
     dealt with in the BCA.

                                        16
<PAGE>

6.   The new Articles do not contain a provision that allows the Corporation not
     to  issue share certificates representing  redeemable shares if such shares
     are to be redeemed within one month  since the new Act does not permit  the
     Corporation to refuse to issue a certificate in such circumstances.

7.   The  new Articles simplify the provisions regarding the replacement of lost
     or stolen share certificates  and broaden the power  of the Corporation  to
     determine  the appropriate conditions to be met  when there is a request to
     replace a lost or stolen certificate (Article 7.6).

8.   The new Articles provide that where shares are held jointly, any one of the
     joint shareholders  can  provide  the Corporation  with  good  receipt  for
     amounts paid on or in respect of such shares (Article 7.7).

9.   The  new Articles  do not contain  provisions regarding who  is entitled to
     shares in the  event of  bankruptcy and  death of  shareholder since  these
     matters are dealt with in the BCA.

Dividends

1.   The  new Articles do not contain  (unlike the existing Articles) provisions
     regarding the creation  by the  board of  directors of  reserves and  other
     internal  accounts to restrict or permit the payment of dividends since the
     board of  directors  would have  the  power in  any  event to  create  such
     reserves  and accounts as part of their discretion in the management of the
     Corporation's affairs.

2.   The new  Articles provide  for  the replacement  of lost  dividend  cheques
     subject to receipt of appropriate indemnities as determined by the board of
     directors (Article 8.3).

3.   The  new Articles  provide that the  record dates  for determining dividend
     entitlement may  be set  not more  than two  months prior  to the  dividend
     payment  date and  for the  determination of a  dividend record  date if no
     record date is set by the board  of directors, being 5:00 p.m. on the  date
     on which the resolution relating to such dividend is passed by the board of
     directors (Article 8.4).

4.   The new Articles provide that unclaimed dividends revert to the Corporation
     after six years (Article 8.5).

5.   The   new  Articles  provide  that  dividends  may  be  paid  to  different
     shareholders in different currencies (Article 8.6).

Shareholder Meetings

1.   The new Articles provide that annual general meetings may be called by  the
     Chairman,  any Deputy or Vice-Chairman or  the President of the Corporation
     in addition to the board of directors (Article 9.1).

2.   The new Articles  provide that  shareholder meetings may  be held  anywhere
     that  is approved by the board of  directors and that no such resolution of
     the board of directors is  required if the meeting is  to be held in  those
     locations specified in Article 9.3 (Article 9.3).

3.   The  new Articles provide that the form of notice for a shareholder meeting
     is to be governed  wholly by applicable securities  legislation and not  by
     the Articles (Article 9.4).

4.   The  new  Articles provide  that  the record  date  for determining  who is
     entitled to notice of a shareholders meeting cannot be more than two months
     preceding the date of the meeting (Article 9.6).

5.   The new Articles provide the  authority for the appointment of  scrutineers
     at a shareholders meeting (Article 9.7).

6.   The  new  Articles  provide  that  persons  (other  than  the shareholders,
     proxyholders, directors, the Secretary and  certain other persons) are  not
     entitled to be present at a shareholders meeting, except upon invitation of
     the Chairman or with the consent of the meeting (Article 9.8).

7.   The  new  Articles provide  that  the record  date  for determining  who is
     entitled to attend a shareholders meeting may not precede the date on which
     the meeting is to be held by more than two months and for the determination
     of a  record date  if no  record  date is  set by  the board  of  directors
     (Article 9.10).

8.   The  new Articles do not  contain the extensive provisions  that are in the
     existing Articles regarding the  form of proxies  and instead provide  that
     the  form will be as prescribed by the  board of directors or in such other
     form as is  accepted by  the Chairman of  the meeting  (Article 9.11).  The
     formal  requirements for solicited proxies is  governed in many respects by
     securities legislation.

9.   The new  Articles provide  that  if joint  shareholders  are present  at  a
     shareholder meeting then they must vote together (Article 9.13).

                                        17
<PAGE>

10. The  new Articles do not contain the requirement that the Corporation retain
    records of polls  leaving the requirement  to retain polling  records to  be
    governed by the BCA.

11. The  new Articles  do not contain  the limitation that  a shareholder cannot
    appoint more than five proxy holders.

12. The new Articles do not specify procedures for voting by people who are  not
    registered as shareholders and are not proxyholders for shareholders, or for
    voting  by shareholder corporations who do not appoint proxies or by persons
    of unsound mind.

Notices, Use of Digital Documents and Electronic Delivery

1.   The new Articles provide that,  except as otherwise required by  applicable
     law,  when computing required time  periods the day that  a notice is to be
     given is excluded but  the date of the  event to which it  refers is to  be
     included (Article 11.4).

2.   The  new  Articles provide  that where  two successive  notices given  to a
     shareholder are  returned, the  Corporation  is not  required to  send  out
     subsequent  notices to such  shareholder until the  shareholder informs the
     Corporation of such shareholder's new address (Article 11.5).

3.   The new Articles provide  that the Corporation may  give a notice or  other
     document  to a shareholder,  director or officer in  electronic form if the
     recipient has provided  the necessary information  to effect such  delivery
     (Article 11.1).

4.   The new Articles permit, if the recipient consents, the Corporation to give
     notices by posting then on a website and providing notice of the website to
     the recipient (Article 11.2).

5.   The new Articles permit shareholder meetings to be held by electronic means
     if the board of directors so determines (Article 9.18).

Amendment of Articles and Notice of Articles

1.   The  new Articles provide that the  general authority required to amend all
     provisions of the Corporation's Articles and  the Notice of Articles is  an
     ordinary  resolution (Articles  12.1 to  12.5). The  default under  the BCA
     would have  been a  special  resolution. In  any  event, if  the  amendment
     prejudices  or interferes with the rights or special rights attached to any
     class of issued shares, by  the provisions of the  BCA, the consent of  the
     holders  of that class of  shares by a special  separate resolution is also
     required.

2.   As a  result of  the new  Articles, a  special resolution  (because of  the
     definition  in  the  new  Articles of  "special  majority")  and  a special
     separate resolution, will each require for passage a majority of 2/3 rather
     than 3/4 of the votes cast (this is more particularly described above under
     the  heading  "Removal  of  the  Application  to  the  Corporation  of  the
     Pre-existing  Company Provisions")  (see definitions  of "special majority"
     and "special separate resolution" in Article 1.1). However, as noted  above
     and  in Note 1 to Exhibit A, if the holders of Class B Non-Voting Shares do
     not approve the special separate resolution  to be placed before them,  the
     majority  required to pass special  separate resolutions will be maintained
     at 3/4 of the votes cast.

3.   The new  Articles  provide  that  the directors  may  by  board  resolution
     determine or alter certain aspects of series of Preferred Shares where none
     of the shares of such series are issued (Article 27.1.11).

     Because of the resectioning that has occurred in the new Articles there are
not  as many sections as there are  parts in the existing Articles. Accordingly,
in order to retain the existing numbering of what are what are now Parts 25,  26
and  27 in the existing Articles and which  become Sections 25, 26 and 27 in the
new Articles, Section 15 to 24 have been inserted and designated as reserved for
future use.

     To the  extent  not  noted  above,  the  new  Articles  contain  provisions
equivalent,  in  so  far as  is  material,  to the  provisions  in  the existing
Articles.

THE BCA: MATTER FOR CONSIDERATION OF THE CLASS B MEETING

     As discussed above,  the enactment of  the BCA, allows  the Corporation  to
modernize  its Articles  and to  make them more  consistent with  the by-laws of
corporations existing under the Canada Business Corporations Act. To  accomplish
this,  it is proposed, among other things, to make the PCPs no longer applicable
to the Corporation  thus removing, among  other things, the  requirement that  a
special separate resolution to become effective be passed by the favourable vote
of  at least 3/4 of the votes cast and  for the new Articles to provide that the
majority required to pass a special

                                        18
<PAGE>

separate resolution will be 2/3 of votes cast. This is discussed in more  detail
above  under the heading "Removal  of the Application to  the Corporation of the
Pre-existing Company Provisions". For the  reasons given above, it is  desirable
that  the holders of the  Class B Non-Voting Shares  consent by special separate
resolution to this reduction.

     In order to  be effective,  the special  separate resolution,  the text  of
which  is set out in Exhibit C must be  passed by a majority of 3/4 of the votes
cast by holders of Class B Non-Voting Shares, in person or by proxy at the Class
B Meeting.

     The board  of  directors  recommends  that  the  holders  of  the  Class  B
Non-Voting Shares vote FOR the special separate resolution set out in Exhibit C.

     The special separate resolution set out in Exhibit C will be put before the
holders  of the  Class B  Non-Voting Shares  in the  Class B  Meeting before the
combined special resolution and special separate resolution set out in Exhibit A
is placed  before the  holders of  the Class  A Shares.  In the  event that  the
holders  of  the Class  B Non-Voting  Shares  do not  pass the  special separate
resolution contemplated hereunder by  the requisite majority  (3/4 of the  votes
cast), then Note 1 to Exhibit A will become applicable with the consequence that
the  number  of  votes required  to  be cast  in  favour of  a  special separate
resolution in order  to pass such  resolution will  remain at 3/4  of the  votes
cast.

 SPECIAL RESOLUTION TO AMEND THE ARTICLES OF THE CORPORATION TO PROVIDE THAT NO
  CLASS A VOTING SHARES OF THE CORPORATION THAT HAVE BEEN CONVERTED, REDEEMED,
  PURCHASED OR OTHERWISE ACQUIRED BY THE CORPORATION SHALL BE REISSUED AND TO
 INCREASE THE NUMBER OF VOTES ATTACHED TO THE CLASS A SHARES TO FIFTY VOTES PER
                                     SHARE

     The Corporation has received a request from E.S.R.I.L. Inc., which as noted
above under the heading "Shares and Principal Holders Thereof" holds the bulk of
the Class A Shares beneficially owned or controlled by Edward S. Rogers and from
another  corporation, also  controlled by Edward  S. Rogers  which holds certain
Class A  Shares  (the  two  such  corporations  being  hereinafter  collectively
referred  to as "Rogers"), to place before the holders of the Class A Shares for
their consideration at the  Annual General Meeting a  special resolution of  the
holders  of the  Class A  Shares as  the only  voting shareholders,  in the form
attached as Exhibit  B to  this Information  Circular, to,  among other  things,
amend  the  Corporation's  Articles  to  provide  that  Class  A  Shares  of the
Corporation that have been converted into Class B Non-Voting Shares pursuant  to
the  provisions  applicable to  such conversion  in such  Articles, and  Class A
Shares that have been issued  and subsequently redeemed, purchased or  otherwise
acquired  by the  Corporation shall be  cancelled and not  reissued. The special
resolution also amends the Corporation's Articles  to effect an increase in  the
voting rights attached to the Class A Shares from twenty five to fifty votes per
share.

     Rogers  has  advised  the  Corporation  that  the  reason  that  Rogers has
requested a  restriction  be  placed  on  the  reissue  by  the  Corporation  of
converted,  redeemed, repurchased  or otherwise  acquired Class  A Shares  is to
ensure that no Class  A Shares that  are received back by  the Corporation as  a
result  of  the conversion,  redemption, purchase  or  other acquisition  by the
Corporation of such shares are reissued unless the holders of the Class A Shares
consent by approving  an ordinary resolution  to further amend  the Articles  to
permit  such reissue. Rogers noted that  the requested change is consistent with
the objective of ensuring  that no voting shares  of the Corporation are  issued
without  the  consent of  the holders  of the  Class A  Shares, the  reason that
certain related changes in the Articles of the Corporation were made last year.

     Rogers has also  advised the Corporation  that the reason  that Rogers  has
requested the increase in the voting rights attached to the Class A Shares is to
facilitate  maximum  corporate flexibility  for the  Corporation and  to provide
maximum flexibility to  the Rogers  family in  relation to  personal and  estate
planning arrangements.

     The  board of directors of the  Corporation has considered Rogers' request.
In view of the  fact that Rogers,  as a shareholder  of the Corporation  holding
more  than the requisite number of voting shares, has the right to requisition a
meeting  of  shareholders  (to  be  called  and  held  at  the  expense  of  the
Corporation)  for the purpose of considering  the special resolution that is the
subject of the request, the  board of directors, since  the request met in  most
respects  the requirements  respecting shareholders requisitions  under the BCA,
determined to  treat  the  Rogers  request as  a  shareholder  requisition  and,
substantially  in compliance with it,  and in order to  save the Corporation the
cost of calling  and holding  a separate  shareholders meeting  to consider  the
request,  has  placed this  special resolution  before  the shareholders  at the
Annual General  Meeting  in  accordance  with  the  requirements  of  applicable
corporate  law. The board  of directors takes  no position on  the merits of the
special resolution.

                                        19
<PAGE>

     Accordingly, the  Annual  General Meeting  has  been called,  in  part,  to
consider, and if thought advisable, to pass the special resolution requisitioned
by Rogers as a shareholder of the Corporation.

     Class  A Shares of the Corporation  are convertible into Class B Non-Voting
Shares at any time and  subject to certain limitations  may be purchased by  the
Corporation  from time  to time.  The BCA permits  a corporation  to reissue, in
accordance with its  articles, its  shares that  have been  converted and  also,
unless prohibited by the Articles, to reissue shares issued by it that have been
purchased  or otherwise acquired  by the corporation. The  effect of the special
resolution requested by  Rogers is  to prevent the  re-issuance of  any Class  A
Shares  that  have  been converted  or  that  have been  redeemed,  purchased or
otherwise acquired by the Corporation unless the Articles of the Corporation are
subsequently amended  to  permit  such re-issuance.  Any  such  amendment  would
require  the  approval by  the  holders of  the Class  A  Shares by  an ordinary
resolution. In future, Rogers' holdings of Class A Shares could be reduced as  a
result of conversion or sale, but still constitute a sufficient number of issued
and  outstanding Class  A Shares  to control  the election  of directors  of the
Corporation and carry the vote on other ordinary resolutions of shareholders.

     With regard to the increase  in the voting rights  attached to the Class  A
Shares  to be effected by the special  resolution; the holders of Class A Shares
are currently entitled at  meetings of shareholders of  the Corporation to  only
twenty  five votes for each Class A Share held. The Class A Shares are currently
the only  voting shares  of the  Corporation and  the proposed  change does  not
affect  the percentage of  votes held by the  controlling or other shareholders.
Management of the Corporation including Edward  S. Rogers has advised the  board
of   directors  that  there   is  no  planned   or  proposed  transaction  under
consideration by the Corporation, in which the increase in voting rights on  the
Class A Shares would be a factor.

     To be effective, the special resolution must be passed by a majority of not
less  than 3/4 of the votes cast at the Annual General Meeting by the holders of
the Class  A Shares.  The amendment  to  the Articles  proposed by  the  special
resolution  will come into  effect on completion of  the procedure to transition
the Corporation under the BCA as described  above and the coming into effect  of
the special resolution set out in Exhibit A.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

     As  disclosed  above  under  the  heading  "Shares  and  Principal  Holders
Thereof", 51,116,099  Class  A Shares  (which  include those  held  by  Rogers),
representing  approximately 90.9% of the issued  and outstanding Class A Shares,
are beneficially owned  or controlled  by Edward  S. Rogers,  the President  and
Chief  Executive Officer. Edward  S. Rogers, Loretta  Anne Rogers, Edward Rogers
and Melinda Rogers,  each of  whom is  a current  and proposed  director of  the
Corporation,  individually own Class  A Shares and  are beneficiaries of certain
Rogers family trusts which in turn have an indirect, beneficial, non-controlling
interest in Rogers. Rogers has an interest, as described above, in the amendment
of the  Articles to  prevent  the re-issue  of Class  A  Shares that  have  been
converted, redeemed, purchased or otherwise acquired by the Corporation.

                               OTHER INFORMATION

DIRECTORS' AND OFFICERS' REMUNERATION

     The  aggregate  remuneration paid  or payable  by  the Corporation  and its
subsidiaries  (all  of  whose  accounts  are  consolidated  with  those  of  the
Corporation)  to Executive Officers (including  the five most highly compensated
employees of the Corporation) and directors of the Corporation in respect of the
Corporation's last completed financial  year which ended  December 31, 2003  was
$18,068,773. Certain directors elected to receive directors' fees in the form of
units pursuant to the Directors' Deferred Share Unit Plan.

     During 2003, the Corporation had 24 Executive Officers. For purposes hereof
"Executive  Officers" means the Vice Chairman, the President, any Vice President
in charge of a principal business unit such as sales, finance or production  and
any  officer performing a policy-making function. Included within the definition
of "Executive Officers" are "senior officers" as defined in the BCA.

OPTIONS

     An aggregate of 4,194,000 options to acquire Class B Non-Voting Shares were
issued to Executive Officers and employees in 2003 at prices ranging from $13.17
to $20.88.

                                        20
<PAGE>

     During 2003, an aggregate of 952,250 options to acquire Class B  Non-Voting
Shares were exercised by Executive Officers and employees of the Corporation and
its  affiliates at exercise  prices ranging from $6.29  to $19.375. During 2003,
the market price of the Class B Non-Voting Shares ranged from $12.70 to $23.00.

COMPENSATION OF DIRECTORS

     In 2003 directors were  compensated for their services  with a retainer  of
$20,000  per annum and meeting  fees of $1,000 per  meeting attended, $1,250 per
meeting attended for directors traveling more than 100 km but less than 1,000 km
to the meeting  and $2,000 for  directors traveling  more than 1,000  km to  the
meeting.  Directors  fees  are not  paid  to  directors who  are  also Executive
Officers of the Corporation. A director who  acts as Chairman of a committee  of
the Board is paid an additional $5,000 per annum and receives $1,500 per meeting
of such committee attended.

     A  revised compensation structure for directors  for 2004 has been approved
by the Board. Effective January 1st,  2004, the annual retainer for each  member
of the Board, excluding the Chairman of the Board and directors who are officers
or  employees of the Corporation or  its subsidiaries, was increased to $40,000.
In addition, a director of  the Corporation, who is  not an officer or  employee
but  is  also a  director  of an  operating  subsidiary of  the  Corporation, is
entitled to receive an additional annual retainer of $10,000 from the  operating
subsidiary  on whose board he or she sits, in lieu of the regular board retainer
for that subsidiary, and is also entitled to receive regular board and committee
attendance fees for attending meetings of that subsidiary. The annual  committee
retainers  for the  Chairpersons of the  Audit and  Compensation Committees were
increased to $20,000.  For Chairpersons of  other committees of  the Board,  the
annual retainers were increased to $10,000. Meeting fees for the Chairpersons of
the  Audit and  Compensation Committees were  increased to $3,000  and remain at
$1,500 for other committee  Chairpersons. Meeting fees  were also increased  for
the members of the Audit Committee to $1,500 per meeting, $1,750 per meeting for
directors  traveling more  than 100 km  but less  than 1,000 km,  and $2,000 per
meeting for  directors  traveling  more  than  1,000  km.  Meeting  fees  remain
unchanged  for members  of the  other committees  at $1,000,  $1,250 and $2,000,
respectively. Directors  do not  receive compensation  to prepare  for board  or
committee meetings of the Corporation.

     To  encourage the directors to align their interests with shareholders, the
Corporation implemented a Directors' Deferred Share Unit Plan (the "DDSU  Plan")
in  December, 1999 applicable to the fiscal  year commencing January 1, 2000 and
subsequent fiscal years. Under the DDSU Plan, non-employee directors may receive
all or a percentage  of their total  directors' fees in  the form of  Directors'
Deferred  Share Units ("DDSUs"), each  of which has a  value equal to the market
value of a Class B Non-Voting Share  at the commencement of the relevant  fiscal
quarter.  A DDSU is a bookkeeping entry credited to the account of an individual
director, which cannot be converted  to cash until the  director ceases to be  a
member  of the board of  directors of the Corporation  and its subsidiaries. The
value of a DDSU, when converted to cash, will be equivalent to the market  value
of a Class B Non-Voting Share at the time the conversion takes place. DDSUs will
attract  dividends in the form of additional DDSUs at the same rate as dividends
on Class B Non-Voting Shares.

     In October, 2002, the board of directors passed a resolution requiring each
non-employee director  to acquire  direct or  indirect beneficial  ownership  of
4,000  of any combination of Class A Shares, Class B Non-Voting Shares and DDSUs
during his or  her term  of service  as a  director of  the Corporation,  Rogers
Wireless  Communications Inc.,  Rogers Media Inc.  or Rogers Cable  Inc., as the
case may be.

     From time to time, the directors are granted options to participate in  the
stock option plans of the Corporation. Non-employee directors may receive all or
a percentage of such stock options in the form of DDSUs.

     All  directors  are entitled,  after ten  years of  service, to  a retiring
allowance on retirement from the Board in an amount equal to $20,000 plus $2,000
per year of service as a director.

     Mr. Emerson  served  as the  non-executive  Chairman  of the  Board  and  a
director   of  the  Corporation  in  2003.   Mr.  Emerson  also  served  as  the
non-executive Chairman, Vice-Chairman or Deputy Chairman and a director of  each
of   the   Corporation's   three   principal   subsidiaries,   Rogers   Wireless
Communications Inc.,  Rogers Cable  Inc.  and Rogers  Media Inc.,  including  as
Deputy  Chairman of Rogers  Wireless Communications Inc.,  a public corporation.
Mr. Emerson  also  served  on  the Executive,  Audit,  Finance,  Nominating  and
Corporate  Governance, Compensation and  Technology Committees of  the Boards of
the Corporation and its subsidiaries, including as Chairman of the Executive and
Nominating  and   Corporate  Governance   Committees.  For   such  services   as
non-executive  Chairman, Vice-Chairman  or Deputy  Chairman and  director of the
Boards of the  Corporation and its  operating subsidiaries and  as a member  and
Chairman  of such  committees of  the Boards  of such  corporations, Mr. Emerson
received an all-inclusive annual

                                        21
<PAGE>

retainer  of  $300,000  from  the  Corporation  in  2003.  Mr.  Emerson  has   a
supplemental  retirement plan which  provides for a  pension based on  2% of his
average compensation.

DIRECTORS' AND OFFICERS' LIABILITY INSURANCE

     The Corporation has the  benefit of insurance policies  for itself and  its
directors  and officers against liability incurred by them in the performance of
their duties  as directors  and  officers of  the Corporation.  The  approximate
amount  of  the premiums  charged in  respect  of these  policies on  account of
directors' and officers' liability  for the Corporation  and its affiliates  was
$1,463,106 for the 12 month period ended December 31, 2003. The aggregate amount
of  coverage under the policies for 2003  is the sum of US$50,000,000 in respect
of any one policy period. By the  current terms of the policy, in  circumstances
where  a director or officer has a claim against the Corporation in respect of a
loss covered by the policies,  arising out of a  suit(s) brought in Canada,  the
Corporation  may claim  for 100% of  the loss  over and above  US$500,000 and in
circumstances where a director or officer has a claim against the Corporation in
respect of a loss covered by the policy arising out of a suit(s) brought in  the
United  States of America, the  Corporation may claim for  100% of the loss over
and above US$1,000,000.  In addition, where  a director or  officer has a  claim
against  the insurers in respect of a loss covered by the policies, the director
or officer may  claim on  the policy  for 100% of  the loss  with no  deductible
applicable under the policies.

                                        22
<PAGE>

                             EXECUTIVE COMPENSATION

     The  following table  sets forth  all compensation  earned during  the last
three financial years by the Chief Executive Officer and the Corporation's  four
most  highly  compensated  Executive  Officers other  than  the  Chief Executive
Officer, who served as Executive Officers  at the end of 2003 ("Named  Executive
Officers").  Also  included is  the compensation  for John  H. Tory,  the former
Senior Vice President, Rogers Cable Inc. (see note 6 below)

                           SUMMARY COMPENSATION TABLE

<Table>
<Caption>
- ---------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
                                                                                        LONG-TERM
                                                                                       COMPENSATION
                                                                                          AWARDS
                                                     ANNUAL COMPENSATION                SECURITIES
                                                                         OTHER            UNDER
                                                                         ANNUAL        OPTIONS/SARS      ALL OTHER
                                            SALARY        BONUS       COMPENSATION       GRANTED        COMPENSATION
NAME AND PRINCIPAL POSITION        YEAR       ($)          ($)           ($)(1)            (#)             ($)(2)
- -----------------------------------------------------------------------------------------------------------------------
<S>                               <C>      <C>         <C>           <C>              <C>              <C>            <C>
  E.S. ROGERS.................     2003     988,000     1,976,000         4,170           209,800           1,134
  President and                    2002     950,000     1,046,900         4,805                --           1,134
  Chief Executive Officer          2001     950,000       475,000        17,787            76,000           1,134
- ---------------------------------------------------------------------------------------------------------------------------
  DAVID P. MILLER(3)..........     2003     400,000       525,427           585            68,000           1,310
  Vice President,                  2002     385,000       268,717        12,399                --           1,310
  General Counsel                  2001     385,000       267,900         8,531                --           1,310
- ---------------------------------------------------------------------------------------------------------------------------
  NADIR H. MOHAMED(3)(4)......     2003     624,000     1,192,614        13,008            99,800           2,041
  Senior Vice President,           2002     600,000       683,200        11,175                --           2,041
  Wireless Telecommunications      2001     522,000       328,100        27,479           500,000           1,531
- ---------------------------------------------------------------------------------------------------------------------------
  EDWARD ROGERS(5)............     2003     418,173       568,080            --           532,600           1,701
  Senior Vice President,           2002     225,000       112,500            --                --             765
  Cable Communications             2001     225,000       174,600            --            13,500             765
- ---------------------------------------------------------------------------------------------------------------------------
  JOHN H. TORY(6).............     2003     572,000       886,205        15,447                --           1,871
  Former Senior Vice President,    2002     550,000       566,843        16,847                --           1,871
  Cable Communications             2001     550,000       454,250        14,825           250,000           1,871
- ---------------------------------------------------------------------------------------------------------------------------
  ANTHONY P. VINER(3)(7)......     2003     494,000       801,000         1,660            10,000           1,616
  Senior Vice President, Media     2002     475,000     1,596,346         1,907                --           1,616
                                   2001     475,000       650,406        32,021             5,000           1,616
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
</Table>

NOTES:

(1) The value of perquisites and benefits for each Named Executive Officer  does
    not  exceed the lesser of $50,000 and 10%  of the total of the annual salary
    and bonus and  is not  reported herein. The  amounts quoted  in this  column
    represent the taxable benefits on interest free loans.

(2) The amounts quoted in this column represent premiums paid by the Corporation
    for group term life insurance for each officer.

(3) The bonuses paid in 2001-2003 to Mr. Miller, in 2002 and 2003 to Mr. Mohamed
    and  in 2001 and 2002 to Mr. Viner include a special bonus in furtherance of
    the Corporation's retention arrangements.

(4) Mr. Mohamed is the President and Chief Executive Officer of Rogers  Wireless
    Communications Inc.

(5) Mr.  Edward Rogers was appointed President and Co-Chief Executive Officer in
    February 2003 and  became President  and Chief Executive  Officer of  Rogers
    Cable Inc. in June 2003.

(6) Mr.  Tory was President and Chief Executive Officer of Rogers Cable Inc. and
    resigned as an Executive Officer of  the Corporation effective May 30,  2003
    but  continued in  the employment  of Rogers  Cable Inc.  providing advisory
    services until December 31, 2003.

(7) Mr. Viner is President and Chief Executive Officer of Rogers Media Inc.  Mr.
    Viner  participates  in  a  long  term  incentive  plan,  described  in this
    Information Circular under "Employment Contracts".

                                        23
<PAGE>

           OPTION/SAR GRANTS DURING THE YEAR ENDED DECEMBER 31, 2003
<Table>
<Caption>
- -------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------

                                                      % OF TOTAL
                                                     OPTIONS/SARS
                                  SECURITIES          GRANTED TO
                                    UNDER            EMPLOYEES IN
                               OPTIONS/SARS(1)         FINANCIAL
NAME                            GRANTED (#)(2)           YEAR
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                           <C>                   <C>
  E.S. ROGERS...........            94,900               2.26%
                                   114,900               2.74%
- -------------------------------------------------------------------
  D.P. MILLER...........            30,800               0.73%
                                    37,200               0.89%
- -------------------------------------------------------------------
  N.H. MOHAMED(3).......            38,700               8.81%
                                    61,100               9.09%
- -------------------------------------------------------------------
  EDWARD ROGERS.........           500,000              11.92%
                                    32,600               0.78%
- -------------------------------------------------------------------
  A.P. VINER............             5,000               0.12%
                                     5,000               0.12%
- -------------------------------------------------------------------
- -------------------------------------------------------------------

<Caption>
- --------------------------  -------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
                                               MARKET VALUE OF
                                                  SECURITIES
                                                  UNDERLYING
                                                 OPTIONS/SARS
                             EXERCISE OR         ON THE DATE
                              BASE PRICE           OF GRANT              EXPIRATION
NAME                         ($/SECURITY)        ($/SECURITY)               DATE
- --------------------------
<S>                         <C>               <C>                   <C>                  <C>
  E.S. ROGERS...........        $20.84              $20.84          November 12, 2013
                                $17.37              $17.37            April 22, 2013
- -------------------------------------------------------------------
  D.P. MILLER...........        $20.84              $20.84          November 12, 2013
                                $17.37              $17.37            April 22, 2013
- -------------------------------------------------------------------
  N.H. MOHAMED(3).......        $25.96              $25.96          November 12, 2013
                                $16.88              $16.88            April 22, 2013
- -------------------------------------------------------------------
  EDWARD ROGERS.........        $20.88              $20.88            June 19, 2013
                                $17.37              $17.37            April 22, 2013
- -------------------------------------------------------------------
  A.P. VINER............        $20.84              $20.84          November 12, 2013
                                $17.37              $17.37            April 22, 2013
- -------------------------------------------------------------------
- -------------------------------------------------------------------
</Table>

NOTES:

(1) The  Corporation has  not granted  any Stock  Appreciation Rights  (SARs) in
    2003.

(2) The Corporation authorized the grant to Named Executive Officers of  options
    to acquire Class B Non-Voting Shares in April, June and November 2003.

(3) Grants  to Mr. Mohamed were for  Rogers Wireless Communications Inc. Class B
    Restricted Voting shares.

    AGGREGATED OPTION/SAR EXERCISES DURING THE YEAR ENDED DECEMBER 31, 2003
                    AND FINANCIAL YEAR-END OPTION/SAR VALUES

     The following table  sets forth each  exercise of options  during the  last
fiscal year by the Named Executive Officers:
<Table>
<Caption>
- -------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------

                                     SECURITIES
                                      ACQUIRED              AGGREGATE
                                         ON                   VALUE
                                      EXERCISE               REALIZED
NAME                                     (#)                   ($)
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                             <C>                      <C>
  E.S. ROGERS..............             60,000                  69,900
                                     NIL                      NIL
- -------------------------------------------------------------------------
  D.P. MILLER..............          NIL                      NIL
                                     NIL                      NIL
- -------------------------------------------------------------------------
  N.H. MOHAMED.............          NIL                      NIL
                                     NIL                      NIL
- -------------------------------------------------------------------------
  EDWARD ROGERS............          NIL                      NIL
- -------------------------------------------------------------------------
  J.H. TORY................            200,000               2,982,623
- -------------------------------------------------------------------------
  A.P. VINER...............          NIL                      NIL
                                         1,147                     998

<Caption>
- ----------------------------  ----------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                VALUE OF UNEXERCISED
                                      UNEXERCISED                   IN-THE-MONEY
                                    OPTIONS/SARS AT                OPTIONS/SARS AT
                                   DECEMBER 31, 2003            DECEMBER 31, 2003(4)
                                          (#)                            ($)
                                     EXERCISABLE/                   EXERCISABLE/
NAME                                 UNEXERCISABLE                  UNEXERCISABLE
- ----------------------------
<S>                           <C>                            <C>                         <C>
  E.S. ROGERS..............        1,315,000/347,800(1)          8,792,250/503,603
                                         4,804/1,923(2)               20,369/8,154
- -------------------------------------------------------------------------
  D.P. MILLER..............           182,500/68,000(1)          2,701,175/163,084
                                             675/269(2)                2,862/1,140
- -------------------------------------------------------------------------
  N.H. MOHAMED.............           350,000/99,800(3)           NIL/738,420
                                     200,000/300,000(1)             NIL/NIL
- -------------------------------------------------------------------------
  EDWARD ROGERS............          161,250/569,350(1)            481,186/359,422
- -------------------------------------------------------------------------
  J.H. TORY................          900,000/150,000(1)          6,020,000/NIL
- -------------------------------------------------------------------------
  A.P. VINER...............           158,150/13,750(1)           1,898,617/22,350
                                           1,913/764(2)                8,109/3,241
</Table>

<Table>
<Caption>

<S>                           <C>                    <C>               <C>                          <C>                       <C>
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
</Table>

NOTES:

(1) These  amounts represent options  granted between 1994 and  2003 for Class B
    Non-Voting Shares at exercise prices ranging from $6.29 to $34.14 per share.

(2) These amounts  represent convertible  preferred  shares of  the  Corporation
    issued  in 1994 pursuant to the  1991 Management Convertible Preferred Share
    Plan in the  case of  Messrs. Miller, Rogers  and Viner,  with a  conversion
    price  of $17.10 per Class B Non-Voting  Share of the Corporation. An amount
    equal to  the purchase  price for  shares acquired  under the  1991 Plan  is
    provided   by  the   Corporation  (or   an  affiliate)   to  the  designated

                                        24
<PAGE>

    employee by an interest-free loan, repayable in installments over a ten-year
    period. The shares purchased by the employee are pledged as security for the
    loan.

(3) These  amounts  represent  options granted  in  2000  and 2003  for  Class B
    Restricted Voting Shares of Rogers Wireless Communications Inc. at  exercise
    prices ranging from $43.82 to $16.88 per share.

(4) The  closing price of  Class B Non-Voting  Shares of the  Corporation on the
    Toronto Stock Exchange on December 31, 2003 was $21.34. The closing price of
    Class B Restricted Voting Shares  of Rogers Wireless Communications Inc.  on
    the Toronto Stock Exchange on December 31, 2003 was $27.80.

PENSION PLANS

     Employees  of the Corporation  and its subsidiary  companies participate in
the  Corporation's  pension  plans.  For  the  year  ended  December  31,  2003,
contributions  to the plans of $11.0  million were made and consolidated pension
expense was $11.4  million. The Corporation's  pension plans cover  participants
across  the Corporation's group of companies. The estimated value of the accrued
pension benefit  obligations and  the net  assets in  the Corporation's  pension
plans  available to provide  for these benefits, at  market, were $368.2 million
and $336.1 million,  at the measurement  date of September  30, 2003.  Actuarial
valuations  of the plans as of January  1, 2004 will be performed by independent
actuaries.

PENSION BENEFITS

     The Named Executive Officers  are members of a  defined benefit plan  which
credits  annual pension,  payable at retirement,  equal to 2%  of career average
earnings for  each year  of credited  service, except  that earnings  for  years
before  1997  are replaced  by  1997 earnings.  The  pension benefits  under the
Corporation's Pension Plan  are limited to  a maximum of  $1,722.22 per year  of
service  prior  to January  1,  2004 and  $1,833.33  per year  of  service after
December 31, 2003,  multiplied by years  of credited service.  The pensions  are
payable monthly for the lifetime of the Name Executive Officers and a maximum of
60  monthly payments  are guaranteed.  The expected  years of  service at normal
retirement date and the  estimated annual pensions (based  on current levels  of
remuneration),  including the  benefits under the  supplemental retirement plans
described below, are:

<Table>
<Caption>
                                                              PROJECTED    ESTIMATED
NAMED EXECUTIVE OFFICER                                        SERVICE      BENEFIT
- -----------------------                                       ---------    ---------
<S>                                                           <C>          <C>
E.S. Rogers.................................................       N/A          N/A(1)
D.P. Miller.................................................  25 years     $163,600(2)
N.H. Mohamed................................................  21 years     $429,500(3)
Edward Rogers...............................................  38 years     $334,500(2)
J.H. Tory...................................................       N/A     $ 15,400
A.P. Viner..................................................  20 years     $174,700(2)
</Table>

- ---------------

NOTES:

(1) Mr. E.S. Rogers commenced receipt of his pension from the registered pension
    plan effective December 1, 2002. Mr. E.S. Rogers has a supplemental  pension
    plan which entitles him to an estimated annual benefit of $592,900.

(2) Messrs.  Miller, Viner and Edward Rogers each have a supplemental retirement
    plan which provides for a  pension based on 2%  of their average salary.  If
    one  of these executives should die after  attaining the age of 55 and prior
    to having attained the age of 65,  the Corporation will pay a death  benefit
    of $1 million, payable in ten annual installments of $100,000 each.

(3) Mr.  Mohamed has a supplemental retirement plan which provides for a pension
    based on 2% of his average salary and bonus during the 36 consecutive months
    in which his  earnings are  highest. Mr.  Mohamed's plan  provides that  the
    Corporation's  Pension  Plan will  be supplemented  to  match the  terms and
    conditions of his previous employer's pension plans.

                              EMPLOYMENT CONTRACTS

     Each of the Named  Executive Officers has an  employment contract with  the
Corporation. These contracts encompass the compensation and pension arrangements
noted above.

     The   contract  with  E.S.  Rogers  provides  for  his  employment  by  the
Corporation as its Chief  Executive Officer to December  31, 2006. The  contract
sets out the procedures for the determination of his annual remuneration and his
employment  benefits, details  concerning which,  for the  last completed fiscal
year of the Corporation,  are given elsewhere in  this Information Circular.  In
the event of Mr. Rogers' death the Corporation will pay to his spouse during her
lifetime  a death  benefit in  equal monthly  installments in  the annual amount
equal to one-half of the average annual  amount of salary payable to Mr.  Rogers
in  respect of the three year period ending  on the earlier of December 31, 2006
and the date on which  Mr. Rogers ceases to be  employed by the Corporation.  If
the Corporation terminates the
                                        25
<PAGE>

employment  of Mr. Rogers without cause it must provide him with notice equal to
the lesser  of  six months  and  the  number of  months  by which  the  date  of
termination precedes December 31, 2006. Mr. Rogers is prohibited, during and for
a period of five years after termination of, his employment, from being involved
in  any  business  competitive  with  the  business  being  carried  on  by  the
Corporation or its subsidiaries.

     The contracts of  Messrs. Mohamed, Viner  and Edward Rogers  extend to  the
date of their respective 65th birthdays.

     Mr.  Miller's contract provides that if his employment is terminated by the
Corporation without cause, he will be entitled to a lump sum equal to his salary
for the number of months  equal to the lesser  of: (a) twenty-four (24)  months;
and  (b) the number of months by which the date of termination precedes his 65th
birthday, together with an amount equal to the full amount of his bonus for  the
year of termination.

     Mr. Mohamed's contract provides that if his employment is terminated by the
Corporation, other than for cause, he will be entitled to a lump sum equal to 24
months  base salary and  bonus and continued  participation in the Corporation's
pension and  benefits  programs (except  short  term and  long  term  disability
coverage).   Stock   options  of   the  Corporation   and  of   Rogers  Wireless
Communications Inc. which,  in accordance  with their terms,  would have  become
exercisable  by  Mr.  Mohamed  during the  24  months  following  termination of
employment shall immediately become exercisable  and, together with those  stock
options  which have already  become exercisable in  accordance with their terms,
shall remain exercisable for  a period of  10 years from the  date of grant.  If
there  is  a  change  of  control  of  the  Corporation  or  of  Rogers Wireless
Communications Inc., Mr. Mohamed  may elect to resign  and would be entitled  to
the  same  compensation, pension  and  benefits as  if  his employment  had been
terminated by the Corporation.  Mr. Mohamed, among  other things, is  prohibited
for  a period of  twelve months after  termination of his  employment from being
involved in  any business  competitive with  the business  being carried  on  by
Rogers Wireless at the time of the termination of his employment.

     Mr.  Tory  had  an  employment  contract.  This  contract  encompassed  the
compensation arrangements  noted  in  this  section. Mr.  Tory  resigned  as  an
executive  officer effective  May 30,  2003 but  continued in  the employment of
Rogers Cable providing  advisory services  until December 31,  2003. During  the
period  ending  December 31,  2004,  Mr. Tory  has agreed  that  he will  not be
involved in the cable television  or other programming distribution  undertaking
business,  internet access business,  or any other  business which competes with
the Rogers Cable business in its licensed territories.

     Pursuant to Mr.  Viner's employment contract,  Rogers Broadcasting  Limited
("RBL"),  a  subsidiary  of  the  Corporation,  awarded  Mr.  Viner  twenty (20)
participating units  ("RBL Units")  in  a phantom  option  plan. Each  RBL  Unit
entitles  Mr. Viner  to a cash  payment equal  to a specified  percentage of the
increase in the capitalized  value of RBL  and its subsidiaries  as at the  last
fiscal year of RBL ending prior to the date that Mr. Viner elects to settle such
RBL Unit over the capitalized value of RBL and its subsidiaries determined as at
December  31,  1996.  Capitalized values  are  calculated in  accordance  with a
formula set out in the  phantom option plan. Mr. Viner  may not elect to  settle
any RBL Units that have not yet vested, nor may he elect to settle any RBL Units
after August 31, 2007. If the Corporation terminates the employment of Mr. Viner
other than for cause, it must provide notice (or payment in lieu thereof), in an
amount  equal to the greater  of one month for every  year of employment and two
years, but in  no event  to exceed the  number of  months by which  the date  of
termination  precedes  his  65th birthday.  Mr.  Viner, among  other  things, is
prohibited for a period of eighteen  months after termination of his  employment
from  being  involved  in  any broadcasting  or  programming  business  or other
business competitive with the business carried on by Rogers Broadcasting Limited
at the time of the termination of his employment.

     Edward Rogers' contract provides  that if his  employment is terminated  by
the  Corporation, other than for cause, he  will be entitled to monthly payments
of salary in lieu  of notice, from  the date of termination  to the earliest  to
occur  of the date which is six months  plus one month for every year of service
or his 65th birthday. He will also be entitled to continued participation in the
Corporation's pension and benefit programs  during the notice period  (excluding
certain  disability benefits). Also, any stock  options held by Edward Rogers on
the date of termination that would, in  accordance with the terms of such  stock
options,  become exercisable during  the notice period,  will immediately become
exercisable and shall  remain exercisable  until the  expiry of  the options  in
accordance  with their terms.  Edward Rogers, among  other things, is prohibited
for a period  of twelve months  after termination of  his employment from  being
involved  in  any business  competitive with  the business  being carried  on by
Rogers Cable at the time of the termination of his employment.

                                        26
<PAGE>

                   COMPOSITION OF THE COMPENSATION COMMITTEE

     During the year ended December 31, 2003, the Compensation Committee of  the
Corporation consisted of Thomas I. Hull (Chairman), Ronald D. Besse, H. Garfield
Emerson,  Q.C., Albert Gnat, Q.C., Peter  C. Godsoe, Robert W. Korthals, William
T. Schleyer and John A. Tory, Q.C. Mr. Godsoe was appointed to the Committee  on
October 23, 2003. Mr. Emerson is Chairman of the Corporation and Deputy Chairman
of Rogers Wireless Communications Inc.

                        REPORT ON EXECUTIVE COMPENSATION

     The  Corporation's executive compensation programme  is administered by the
Compensation Committee, comprised of eight members of the Board, none of whom is
a member of the Corporation's management. The Compensation Committee reviews and
recommends to the  Board for approval  the Corporation's executive  compensation
policies  and the  compensation paid  to the  Chief Executive  Officer and other
officers of the  Corporation and  its subsidiaries.  The Compensation  Committee
also  reviews the design  and competitiveness of  the Corporation's compensation
and benefit programmes generally. The  Compensation Committee met four times  in
2003.

COMPENSATION PHILOSOPHY

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

     Its overall objectives are:

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

     (2)   to provide fair and competitive compensation,

     (3)   to integrate compensation with the Corporation's business plans,

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

     (5)   to reward both business and individual performance.

     The Compensation  Committee  annually  reviews  with  the  Chief  Executive
Officer  the compensation packages and the performances of all senior executives
of the Corporation and its principal business units. The Compensation  Committee
recommends  to the  Board for approval,  the salary levels,  bonus potential and
entitlement and participation in equity based long-term incentives of all senior
executives.

BASE SALARY

     An executive's  base  salary is  determined  by an  assessment  of  his/her
sustained  performance and consideration of  competitive compensation levels for
the markets in which the Corporation operates.

ANNUAL INCENTIVES

     The Corporation's executive officers are eligible for annual cash  bonuses.
Annual  bonus awards  are based on  attainment of  specified performance levels,
principally related  to  the  Corporation's achievement  of  targeted  operating
income levels. This establishes a direct link between executive compensation and
the Corporation's operating performance. Specific additional bonus opportunities
for  exceptional individual or  business unit success are  also provided and are
set by the Compensation Committee at the beginning of the fiscal year.  Targeted
operating  income levels for the overall Corporation 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  Corporation  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.

                                        27
<PAGE>

LONG-TERM INCENTIVES

     The Corporation provides a stock option plan to key employees and  officers
(see "Options" above). In prior years, the Corporation has provided a management
share  purchase plan  to permit  senior executives  to acquire  preferred shares
convertible into Class B Non-Voting Shares of the Corporation. In addition,  the
Corporation  has in  the past  provided loans to  key employees  and officers as
described elsewhere in this Information Circular.

     An important objective of these plans is to encourage executives to acquire
a meaningful equity ownership interest in the Corporation over a period of  time
and,  as a result, focus executives' attention on the long-term interests of the
Corporation and its shareholders.

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

     All stock options granted under stock option plans are awarded at  exercise
prices  equal to  the market price  of the shares  under option at  the date the
option was awarded.

CHIEF EXECUTIVE OFFICER'S COMPENSATION

     The  Compensation   Committee  reviews   the  Chief   Executive   Officer's
performance  each  year. Mr.  Rogers'  base salary  is  established in  a manner
consistent with that established for other senior executives.

     Mr. Rogers' annual incentive  is based on  the Corporation's attainment  of
budgeted  operating income level and specific individual and corporate successes
identified at the beginning of the fiscal year.

     Mr. Rogers participates  in the  stock option plans  on the  same basis  as
other senior executive officers.

Submitted on behalf of the Compensation Committee
THOMAS I. HULL, Chairman
RONALD D. BESSE
H. GARFIELD EMERSON, Q.C.
PETER C. GODSOE
ROBERT W. KORTHALS
WILLIAM T. SCHLEYER
JOHN A. TORY, Q.C.

                                        28
<PAGE>

                               PERFORMANCE GRAPH

     The  following  graph compares  the cumulative  shareholder returns  of the
Class A Shares ("RCI.A")  and the Class B  Non-Voting Shares ("RCI.B") with  the
cumulative  return of the S&P/TSX Composite Index  for the five year period from
December 31, 1998 to December 31, 2003 (assuming an initial investment of $100).
The S&P/TSX Composite Total Return Index  reflects the cumulative return of  the
S&P/TSX  Composite  Index, including  dividend  reinvestment. Values  are  as at
December 31 of the specified year.

                  COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN

                               PERFORMANCE GRAPH

<Table>
<Caption>
- ----------------------------------------------------------------------------------------------------------------
                                  DEC. 1998    DEC. 1999    DEC. 2000    DEC. 2001    DEC. 2002    DEC. 2003
- ----------------------------------------------------------------------------------------------------------------
<S>                               <C>          <C>          <C>          <C>          <C>          <C>       <C>
  RCI.A.......................      $100         $259         $186         $197         $112         $154
- ----------------------------------------------------------------------------------------------------------------
  RCI.B.......................      $100         $259         $185         $199         $107         $156
- ----------------------------------------------------------------------------------------------------------------
  S&P/TSX Composite
     Total Return Index.......      $100         $132         $141         $124         $108         $137
- ----------------------------------------------------------------------------------------------------------------
</Table>

       INDEBTEDNESS OF DIRECTORS, EXECUTIVE OFFICERS AND SENIOR OFFICERS

     All indebtedness described below was incurred  prior to July 30, 2002,  the
date  the  United  States  Sarbanes-Oxley  Act  of  2002  came  into  effect. In
compliance with  that  legislation,  no  new  personal  loans  to  directors  or
executive  officers were  made or  arranged for  any purpose  whatsoever, and no
existing personal loans were renewed or modified, after July 30, 2002.

     The following table sets forth the particulars of loans outstanding to  the
Corporation  during  the  year ended  December  31,  2003 to  present  or former
directors, executive officers  or senior officers  of the Corporation,  proposed
nominees  for election as directors and associates of such persons in connection
with the purchase of  securities of the Corporation.  As noted in the  paragraph
above there were no loans made by the Corporation during the year ended December
31,  2003 to present or former  directors, executive officers or senior officers
of the Corporation, proposed nominees  for election as directors and  associates
of such persons in connection with the purchase of securities of the Corporation
or for any other purpose.

     As  of April 19, 2004 the aggregate  indebtedness to the Corporation or any
subsidiary of  present  or  former  directors, officers  and  employees  of  the
Corporation  or any subsidiary in connection  with the purchase of securities of
the Corporation totaled $115,647.

                                        29
<PAGE>

             TABLE OF INDEBTEDNESS OF DIRECTORS, EXECUTIVE OFFICERS
             AND SENIOR OFFICERS UNDER SECURITIES PURCHASE PROGRAMS
<Table>
<Caption>
- --------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
                                                   LARGEST AMOUNT
                                                    OUTSTANDING
                                                     DURING THE            AMOUNT
                                                   FINANCIAL YEAR       OUTSTANDING
                                INVOLVEMENT            ENDED               AS AT
                             OF CORPORATION OR   DECEMBER 31, 2003     APRIL 19, 2004
NAME AND PRINCIPAL POSITION    SUBSIDIARY(1)            ($)                 ($)
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                          <C>                 <C>                  <C>
  LORRAINE DALY...........       Loan from             29,480               NIL
  Vice President, Treasurer     Corporation
- --------------------------------------------------------------------------------------
  BRUCE D. DAY............       Loan from             52,292               NIL
  Vice President, Corporate     Corporation
  Development
- --------------------------------------------------------------------------------------
  KENNETH G. ENGELHART....       Loan from             18,075               NIL
  Vice President,               Corporation
  Regulatory
- --------------------------------------------------------------------------------------
  DAPHNE EVANS............       Loan from             11,987               NIL
  Assistant Secretary           Corporation
- --------------------------------------------------------------------------------------
  ALAN D. HORN............       Loan from             57,029               NIL
  Vice President, Finance       Corporation
  and Chief Financial
  Officer
- --------------------------------------------------------------------------------------
  ROGER D. KEAY...........       Loan from             28,472               NIL
  Vice President,               Corporation
  Technology
- --------------------------------------------------------------------------------------
  PHILIP B. LIND..........       Loan from             69,973               NIL
  Vice Chairman                 Corporation
- --------------------------------------------------------------------------------------
  GRAEME H. MCPHAIL.......       Loan from             50,342               NIL
  Vice President, Associate     Corporation
  General Counsel
- --------------------------------------------------------------------------------------
  DAVID P. MILLER.........       Loan from             23,034               NIL
  Vice President, General       Corporation
  Counsel and Secretary
- --------------------------------------------------------------------------------------
  EDWARD S. ROGERS........       Loan from            164,365               NIL
  President and Chief           Corporation
  Executive Officer
- --------------------------------------------------------------------------------------
  ANTHONY P. VINER........       Loan from             65,390               NIL
  Senior Vice President,        Subsidiary
  Media
- --------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------

<Caption>
- ---------------------------  ----------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
                                 FINANCIALLY
                             ASSISTED SECURITIES
                              PURCHASES DURING
                                THE FINANCIAL
                                 YEAR ENDED
                              DECEMBER 31, 2003
NAME AND PRINCIPAL POSITION          (#)           SECURITY FOR INDEBTEDNESS
- ---------------------------
<S>                          <C>                   <C>                       <C>
  LORRAINE DALY...........           NIL           RCI Convertible Preferred
  Vice President, Treasurer                                Shares
- --------------------------------------------------------------------------------------
  BRUCE D. DAY............           NIL           RCI Convertible Preferred
  Vice President, Corporate                                Shares
  Development
- --------------------------------------------------------------------------------------
  KENNETH G. ENGELHART....           NIL           RCI Convertible Preferred
  Vice President,                                          Shares
  Regulatory
- --------------------------------------------------------------------------------------
  DAPHNE EVANS............           NIL           RCI Convertible Preferred
  Assistant Secretary                                      Shares
- --------------------------------------------------------------------------------------
  ALAN D. HORN............           NIL           RCI Convertible Preferred
  Vice President, Finance                                  Shares
  and Chief Financial
  Officer
- --------------------------------------------------------------------------------------
  ROGER D. KEAY...........           NIL           RCI Convertible Preferred
  Vice President,                                          Shares
  Technology
- --------------------------------------------------------------------------------------
  PHILIP B. LIND..........           NIL           RCI Convertible Preferred
  Vice Chairman                                            Shares
- --------------------------------------------------------------------------------------
  GRAEME H. MCPHAIL.......           NIL           RCI Convertible Preferred
  Vice President, Associate                                Shares
  General Counsel
- --------------------------------------------------------------------------------------
  DAVID P. MILLER.........           NIL           RCI Convertible Preferred
  Vice President, General                                  Shares
  Counsel and Secretary
- --------------------------------------------------------------------------------------
  EDWARD S. ROGERS........           NIL           RCI Convertible Preferred
  President and Chief                                      Shares
  Executive Officer
- --------------------------------------------------------------------------------------
  ANTHONY P. VINER........           NIL           RCI Convertible Preferred
  Senior Vice President,                                   Shares
  Media
- --------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------
</Table>

NOTE:

(1) Each of the above loans was non-interest bearing. These loans were repayable
    over ten  years  with mandatory  repayments  of 5%  on  the first  to  sixth
    anniversaries  of the loan, 10% on the seventh and eighth anniversaries, 15%
    on the ninth anniversary and 35% on  the tenth anniversary. At any time  the
    borrower  was entitled  to prepay  an amount equal  to 10%  of the principal
    amount for each complete  year the loan was  outstanding less any  mandatory
    repayments.

     As  of April 19, 2004 the aggregate  indebtedness to the Corporation or any
subsidiary of all present or former  officers, directors and employees that  was
not  entered  into  in  connection  with  the  purchase  of  securities  of  the
Corporation was $3,603,654.

                                        30
<PAGE>

   TABLE OF INDEBTEDNESS OF DIRECTORS, EXECUTIVE OFFICERS AND SENIOR OFFICERS
                 OTHER THAN UNDER SECURITIES PURCHASE PROGRAMS
<Table>
<Caption>
- ---------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
                                                                             LARGEST AMOUNT
                                                                         OUTSTANDING DURING THE
                                                                          FINANCIAL YEAR ENDED
                                           INVOLVEMENT OF                   DECEMBER 31, 2003
NAME AND PRINCIPAL POSITION          CORPORATION OR SUBSIDIARY                     ($)
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                               <C>                                 <C>
  JOHN H. TORY(1)..........       Loan from Corporation                          475,000
  Former Senior Vice
  President, Cable
  Communications
- ---------------------------------------------------------------------------------------------------
  THOMAS A. TURNER(2)......       Loan from Corporation                          500,000
  Vice President, Convergence
- ---------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------

<Caption>
- ------------------------------  ------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------

                                   AMOUNT OUTSTANDING
                                  AS AT APRIL 19, 2004
NAME AND PRINCIPAL POSITION                ($)
- ------------------------------
<S>                             <C>                       <C>
  JOHN H. TORY(1)..........                  NIL
  Former Senior Vice
  President, Cable
  Communications
- ---------------------------------------------------------------------------------------------------
  THOMAS A. TURNER(2)......              492,500
  Vice President, Convergence
- ---------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------
</Table>

NOTES:

(1) The loan  to Mr.  Tory was  non-interest  bearing and  was made  to  provide
    assistance in purchasing a residence.

(2) The  loan to  Mr. Turner  is non-interest  bearing and  was made  to provide
    assistance in relocation and purchasing a residence. The loan is due  August
    1,  2006  and  is  repayable in  monthly  installments  of  $500, commencing
    January, 2003.

                  STATEMENT OF CORPORATE GOVERNANCE PRACTICES

     The board of directors of the  Corporation endorses the principle that  its
corporate   governance  practices  ("Corporate   Governance  Practices")  are  a
fundamental part of the proper functioning  of the Corporation and believe  that
they  enhance  the interests  of its  securityholders, employees,  customers and
others having business and other dealings with the Corporation. These  Practices
conform   in  all  substantial  aspects  with  applicable  corporate  governance
guidelines and standards. Since the  beginning of the Corporation's last  fiscal
year, there have been further significant regulatory changes affecting Corporate
Governance  Practices of Canadian  public corporations in  Canada and the United
States. Some of these changes emanated from the enactment of the  Sarbanes-Oxley
Act  of 2002 in the United States which applies to foreign private issuers, such
as the  Corporation.  The  New  York  Stock  Exchange  ("NYSE"),  on  which  the
Corporation's  shares are traded, adopted new corporate governance rules as part
of  its  listing  standards,  some  of  which  apply  to  the  Corporation,  and
legislation  passed  in  Ontario  empowered  the  Ontario  Securities Commission
("OSC") to make rules affecting certain Corporate Governance Practices of public
companies reporting  under Canadian  securities legislation.  In particular,  in
January of 2004, Canadian Securities Commissions adopted new regulations for the
composition  and responsibilities of audit  committees and for the certification
of disclosure in annual and interim financial statements, and also issued  draft
new policies and guidelines for the disclosure of corporate governance practices
and  guidelines for  effective corporate  governance. The  Board closely follows
these and other corporate governance developments and is committed to  enhancing
its  Corporate Governance Practices in light of improving polices and practices.
The  Corporation's  Corporate  Governance   Practices,  summarized  below,   are
responsive  to  the corporate  governance  guidelines currently  adopted  by The
Toronto  Stock  Exchange  ("TSX   Guidelines").  This  statement  of   Corporate
Governance  Practices was  prepared by  the Nominating  and Corporate Governance
Committee of the Board and approved by the Board.

BOARD CHARTER AND MANDATE OF THE BOARD

     The Board has adopted a Board of Directors Charter (the "Board Charter") as
its written mandate providing guidance to  Board members as to their duties  and
responsibilities.  The  Board Charter  confirms the  Board's stewardship  of the
business and  affairs of  the Corporation  and its  responsibility to  supervise
management  of  the Corporation  in  conducting the  Corporation's  business. In
addition to containing specific roles and responsibilities that the Board is  to
discharge,  the Board Charter provides that  Board members are to possess, among
other attributes, characteristics and traits that reflect high ethical standards
and integrity  in their  personal and  professional dealings.  Directors of  the
Corporation  are  expected  to  conduct  themselves  according  to  the  highest
standards  of  personal  and  professional  integrity.  It  also  outlines   the
procedures  to ensure effective  and independent operation of  the Board and the
role and principal responsibilities  of the non-management  Chair of the  Board.
The  Board Charter is maintained on  the Corporation's website at www.rogers.com
and a copy  of the  Board Charter  is annexed  to this  Information Circular  as
Exhibit D.

                                        31
<PAGE>

     The  Board has explicitly assumed responsibility for the stewardship of the
Corporation, including matters referred to  in the TSX Guidelines(1). The  Board
discharges  its responsibilities either directly  or through its committees. The
Board has adopted a strategic planning  process and reviews and approves, on  at
least  an annual basis, a strategic plan for each of the Corporation's operating
entities which takes  into account,  among other things,  the opportunities  and
risks  of the business.  The Board is responsible  for identifying the principal
risks of  the  Corporation's businesses  and  overseeing the  implementation  of
appropriate  risk  assessment  systems to  manage  these risks.  In  addition to
fulfilling its statutory and other requirements, the Board oversees and reviews,
and, where appropriate, formally approves:

     (a)   the  strategic  and  operating  plans  and  financial,  capital   and
           operating budgets of management;(2)

     (b)   the  performance  of  management  and  the  Corporation  against  the
           strategic plans and business, operating and capital budgets;

     (c)   the principal risks  and the  adequacy of systems  and procedures  to
           manage these risks;(3)

     (d)   management development, management succession planning, including the
           appointment  of senior management, and compensation and major benefit
           policies;(4)

     (e)   acquisitions  and  divestitures  of  business  operations,  strategic
           investments and alliances, major business development initiatives and
           unbudgeted expenditures in excess of $5 million;

     (f)   the   Corporation's  communications  policies   to  shareholders  and
           investors, which address the Corporation's interaction with analysts,
           investors and  other  key stakeholders  and  the public  and  contain
           measures for the Corporation to comply with its continuous and timely
           disclosure obligations;(5)

     (g)   the  development  of  the Corporation's  principles  and  approach to
           corporate  governance,  including   approval  of  the   Corporation's
           Corporate Governance Practices;(6)

     (h)   the  monitoring of compliance with the Directors and Officers Code of
           Conduct and Ethics; and

     (i)   the integrity of the Corporation's accounting and financial reporting
           systems, disclosure controls  and procedures,  internal controls  and
           management information systems.(7)

     In  addition to  the seven regularly  scheduled Board  meetings held during
2003, there were another five meetings of  the full Board held in that  calendar
year.  Eight regular meetings of the  Board are currently scheduled for calendar
2004. The frequency of Board meetings as well as the nature of agenda items  may
change depending on developments in the Corporation's affairs.

COMPOSITION OF THE BOARD AND MAJORITY OF INDEPENDENT DIRECTORS

     The  Nominating and Corporate Governance Committee of the Board reviews the
size of the Board  to ensure that  the Board is able  to operate effectively  in
making  Board decisions and to fulfil its various responsibilities. The Board is
currently composed of seventeen members, of whom three are executive officers of
the Corporation  and  one  is  an  executive officer  of  a  subsidiary  of  the
Corporation. The Board has determined that twelve of the seventeen directors are
independent  and  unrelated on  the  basis that  they do  not  have a  direct or
indirect material relationship  with the Corporation  or its subsidiaries  which
could,  in the view  of the Board,  reasonably interfere with  the exercise of a
director's independent judgment. The  five related Board  members are Edward  S.
Rogers,  Melinda M. Rogers, who is the  daughter of Edward S. Rogers, and Philip
B. Lind, all of whom are  executive officers of the Corporation, Edward  Rogers,
who  is the  son of Edward  S. Rogers and  an executive officer  of Rogers Cable
Inc., a subsidiary of the Corporation and Loretta A. Rogers who is the spouse of
Edward S. Rogers.  The Board  is, accordingly,  constituted with  a majority  of
individuals who are independent and unrelated directors.(8)

- ---------------

1   TSX Guideline No. 1.

2   TSX Guideline No. 1(a).

3   TSX Guideline No. 1(b).

4   TSX Guidelines No. 1(c) and No. 8.

5   TSX Guideline No. 1(d).

6   TSX Guidelines No. 5 and No. 10.

7   TSX Guideline No. 1(e).

8   TSX Guideline No. 2.
                                        32
<PAGE>

     The  twelve current  directors of the  Corporation who  are independent are
Messrs. Besse, Emerson, Godsoe, Hull, Korthals, Mikalachki, Peterson,  Schleyer,
Stewart,  Tory, Wansbrough and Wilson. While Mr. Stewart advised the Corporation
that he would  not stand for  re-election as  a director at  the Annual  General
Meeting,  Colin D. Watson is proposed to be nominated for election as a director
to succeed Mr. Stewart. The Board considers Mr. Watson to be independent and not
to  have  any  direct  or  indirect  material  relationships  with  either   the
Corporation  or Edward  S. Rogers,  the controlling  or significant shareholder,
including any private companies directly or indirectly controlled by Mr.  Edward
S. Rogers.

     On  April 15, 2004, Albert Gnat, a  director of the Corporation since 1984,
passed away. The Board believes it important to note that Mr. Gnat made many and
varied important contributions to the  development of the Corporation over  many
years  both  as  a director  and  as a  counsel  to the  Corporation.  The Board
recognizes those contributions and expresses its deep regret at his death.

                  Atque in perpetuum, amicus, ave atque vale.
                  (And forever, Friend, "Hail and farewell.")

     In deciding whether a particular  director is an independent and  unrelated
director, the Board examined the factual circumstances of each director's direct
and  indirect relationship to management and the Corporation and considered them
in the context of all relevant factors, including the fact that the  Corporation
is  controlled  by an  individual shareholder  who is  also the  Chief Executive
Officer of the Corporation.  While certain of the  directors of the  Corporation
that  the Board has affirmatively determined to be independent may be directors,
executive officers, partners or managing  members in corporations or firms  that
provide certain commercial, banking, legal or other services to the Corporation,
the  Board has determined that  the amount or dollar  value of such services was
not material and within the Director Material Relationship Standards referred to
below and that each such director is independent and unrelated.

     In considering the circumstances of the direct or indirect relationship  of
each  director to the  Corporation and determining whether  a direct or indirect
relationship that  a director  may have  with the  Corporation is  material,  as
referred to above, the Board analyses all of the relationships each director has
with the Corporation and its subsidiaries. In this analysis, the Board took into
account  its  Director  Material Relationship  Standards  ("Director Materiality
Standards") that  were  adopted  by  the  Board to  assist  it  in  making  such
determinations.  The Director  Materiality Standards provide  that any business,
commercial, industrial, banking, consulting, professional, charitable or service
relationship that may exist  between the Corporation  (which for these  purposes
includes  its subsidiaries)  and a director,  or between the  Corporation and an
entity of  which the  director  is a  director,  executive officer,  partner  or
managing  member, shall be in the ordinary course of business of the Corporation
and on  substantially  the  same terms  as  those  prevailing at  the  time  for
comparable  transactions with non-affiliated  persons on an  arm's length basis.
Under the Director  Materiality Standards, the  following relationships will  be
considered to be material in respect of any director:

     (a)   The  director has,  within the  preceding three  fiscal years  of the
           Corporation, been a provider of consulting, professional,  investment
           banking,  advisory or other services to the Corporation and the total
           direct compensation of the director  from the Corporation in  respect
           of those services in each such fiscal year amounted to more than U.S.
           $100,000  (other  than payments  arising from  acting  in his  or her
           capacity as a director  of the Corporation  including as a  part-time
           Chair or Vice-Chair of the Board or a committee of the Board).

     (b)   The  director has,  within the  preceding three  fiscal years  of the
           Corporation, been a director, executive officer, partner or  managing
           member  of  an  entity  that  has  or  had  a  business,  commercial,
           industrial, banking, consulting, professional or service relationship
           with  the  Corporation  and,  pursuant  to  that  relationship,   the
           aggregate   annual  sales  or  billings   from  that  entity  to  the
           Corporation or from the Corporation to that entity, in each of the  3
           most recently completed fiscal years of that entity, amounted to more
           than  the greater of two percent  of that entity's consolidated gross
           revenues and U.S. $1,000,000.

     If a  director has  any  other direct  or  indirect relationship  with  the
Corporation  other than those set forth in (a) or (b) above, the Board will make
a determination whether that  director is independent and  unrelated based on  a
consideration of all relevant facts and circumstances.

     A  copy  of  the  Director  Materiality  Standards  is  maintained  on  the
Corporation's  website  at  www.rogers.com  and  a  copy  is  annexed  to   this
Information Circular as Exhibit E.

                                        33
<PAGE>

CONTROLLING SHAREHOLDER AND REPRESENTATION OF INTERESTS OF SHAREHOLDERS IN BOARD
COMPOSITION

     The  Corporation is controlled by Edward S. Rogers, O.C., the President and
Chief Executive Officer and a director of the Corporation. Mr. Rogers indirectly
beneficially  owns  and  exercises  control  and  direction  over,  directly  or
indirectly,  an aggregate of  approximately 90.9% percent of  the issued Class A
Shares of  the  Corporation,  being the  only  class  of voting  shares  of  the
Corporation,  and approximately 30% of the total issued Class A Shares and Class
B Non-Voting  Shares of  the  Corporation. As  the controlling  or  "significant
shareholder"  of the Corporation, Mr.  Rogers has the voting  power to elect all
the members  of the  Board of  the  Corporation. Loretta  A. Rogers,  a  related
director of the Corporation, is the wife of Mr. Rogers. Edward Rogers, a related
director  who is an executive officer of a subsidiary of the Corporation, is the
son of Mr.  and Mrs. Rogers.  Melinda M. Rogers,  a related director  who is  an
executive officer of the Corporation, is the daughter of Mr. and Mrs. Rogers.

     The  Board believes that  eight of the twelve  independent directors do not
have any direct or indirect  material relationships with either the  Corporation
or  Edward S. Rogers, the controlling  or significant shareholder, including any
private companies directly or  indirectly controlled by  him.(9) There are  four
independent  directors of the  Corporation who have  indirect relationships with
the controlling or  significant shareholder as  a result of  being directors  of
private  companies  that are  controlled by  the significant  shareholder. These
directors are H.  Garfield Emerson, Thomas  I. Hull  and John A.  Tory, who  are
independent   directors  of  such  private  companies,  and  J.  Christopher  C.
Wansbrough, who  is  an independent  director  and the  part-time  non-executive
Chairman  of Rogers Telecommunications  Limited, one of  such private companies.
The Board has determined  that these relationships  as independent directors  of
such  private companies is  not a direct or  indirect material relationship with
the Corporation  which could  reasonably interfere  with the  exercise of  those
individual's independent judgement.

     The Board considers that the current nature of the composition of the Board
is  appropriate in  light of  the structure  and ownership  of the Corporation's
share capital. The  eight independent directors  of the Corporation  who do  not
have  a  relationship with  the significant  shareholder, as  well as  the other
independent  directors  of  the  Corporation,  ensure  that  the  interests   of
shareholders   other  than  the  significant  shareholder  are  brought  to  and
considered by the Board. (Only seven  of these eight directors are standing  for
re-election,  but the place of  the retiring director will  be taken by Colin D.
Watson who is standing for election as a new director.) The Board also  believes
that the composition of the full Board, which includes a majority of outside and
independent  directors who are not part of the management of the Corporation and
the other Corporate Governance Practices that the Board has adopted, also  serve
this  purpose.  Such  practices include  the  Board Charter,  the  Directors and
Officers  Code  of  Conduct   and  Ethics  and   the  mandates,  functions   and
responsibilities of the Audit Committee, the Nominating and Corporate Governance
Committee  and the Compensation Committee and  the other committees of the Board
and their respective mandates.(10)

     The Board does not consider it appropriate to change the size of the  Board
at  this time.(11) The Board believes that  all the directors on the Board carry
out their  duties  objectively, in  good  faith and  with  a view  to  the  best
interests  of the Corporation and make a  valuable contribution to the Board and
the Corporation  for the  benefit of  all shareholders,  including  shareholders
other than the significant shareholder.

SEPARATION OF THE OFFICES OF CHIEF EXECUTIVE OFFICER AND CHAIR OF THE BOARD

     Edward  S.  Rogers, the  controlling  and significant  shareholder,  is the
President and  Chief  Executive Officer  of  the  Corporation and  serves  as  a
director.  Mr. Rogers is also Chairman of  the Finance Committee and a member of
the Executive Committee of the Board. He was also a member of the Nominating and
Corporate Governance  Committee  of the  Board  until  March 9,  2004,  when  he
resigned from that Committee.

     H.  Garfield  Emerson  is  the non-executive  Chairman  of  the  Board. The
Chairman is an independent  and unrelated director  and is not  a member of  the
Corporation's  management. This  separation of the  offices of the  Chair of the
Board and the Chief Executive Officer of the Corporation reflects the policy  of
the Board as set out in the Board Charter. As mandated in the Board Charter, the
principal  responsibility of the  Chair of the  Board is to  oversee, manage and
assist

- ---------------

9   TSX Guidelines No. 2 and No. 3.

10  TSX Guideline No. 3.

11  TSX Guideline No. 7.
                                        34
<PAGE>

the Board  in  fulfilling its  duties  and responsibilities  as  a Board  in  an
effective  manner independently  of management. In  overseeing the  Board in the
fulfilment of its responsibilities, the duties of the Chair of the Board include

     (a)   chairing Board  meetings  and  annual and  special  meetings  of  the
           shareholders of the Corporation,

     (b)   organizing  an appropriate  annual work plan  and regularly scheduled
           Board meetings,

     (c)   participating in the preparation of the agenda for each Board meeting
           and an appropriate information package that is sent on a timely basis
           to each director in advance of the meeting(12),

     (d)   monitoring the work of  the Board committees  and in that  connection
           attending  meetings of  Board committees as  a non-voting participant
           (other that those on which he otherwise sits),

     (e)   assisting in  the  Board's  evaluation  and  self-assessment  of  its
           effectiveness and implementation of improvements,

     (f)   providing   appropriate  guidance  to  individual  Board  members  in
           discharging their duties,

     (g)   ensuring newly appointed directors receive an appropriate orientation
           and education program, and

     (h)   providing arrangements for  directors to communicate  with the  Chair
           formally  and  informally  concerning matters  of  interest  to Board
           members.

DIRECTORS AND OFFICERS CODE OF CONDUCT AND ETHICS

     The Board has adopted a Directors  and Officers Code of Conduct and  Ethics
("Code  of  Conduct  and Ethics"  or  the  "Code") to  endorse  and  promote the
Corporation's commitment to honest and  ethical conduct, including fair  dealing
and  ethical handling of  conflicts of interest, to  promote accurate and timely
disclosure and compliance with applicable laws and regulations and to ensure the
protection of  the Corporation's  business  interests, assets  and  confidential
information.

     The   Code  of  Conduct  and  Ethics,  among  other  things,  requires  the
Corporation's directors and  officers to  act with  integrity in  an honest  and
candid  manner, to adhere to a high  standard of business ethics and to disclose
any material transaction or  relationship that could  reasonably be expected  to
give rise to a conflict of interest. Any conflicts of interest are reported on a
regular  basis to the Audit Committee of  the Board which has the responsibility
for monitoring compliance with the Code  and applying and interpreting the  Code
in particular situations. The Audit Committee is required to inform the Board if
it  determines  that a  violation  of the  Code has  occurred.  Any waiver  of a
provision of the Code of  Conduct and Ethics for  the directors and officers  of
the  Corporation  may only  be  made by  the Board  or  the Audit  Committee and
reported to the Board.

     The Code of  Conduct and Ethics  has been  publicly filed on  SEDAR and  is
available  on the Corporation's website at www.rogers.com. A copy of the Code of
Conduct and Ethics is annexed to this Information Circular as Exhibit F.

BOARD COMMITTEES

     The Board  has  seven committees:  the  Audit Committee,  the  Compensation
Committee,   the  Pension  Committee,  the   Executive  Committee,  the  Finance
Committee, the Nominating and Corporate Governance Committee and the  Technology
Committee.  In addition to  these committees, from time  to time special purpose
committees of the Board may be appointed to deal with specific matters.  Special
committees  of  the Board  composed entirely  of  independent directors  who are
unrelated to the Corporation and  to the significant shareholder are  appointed,
if  appropriate, to consider and,  if thought fit, approve,  or recommend to the
Board for approval,  transactions, including  transactions not  in the  ordinary
course  of  business  of  the  Corporation,  between  the  Corporation  and  the
significant shareholder or any corporation directly or indirectly controlled  by
him, or between the Corporation and subsidiaries of the Corporation.(13)

AUDIT COMMITTEE

     The   Audit  Committee  is  composed  only  of  independent  and  unrelated
directors.(14) The Board adopted an  Audit Committee Charter that is  maintained
on  the Corporation's website  at www.rogers.com and  a copy of  such Charter is
annexed to this Information Circular as Exhibit G. Under the terms of the  Audit
Committee Charter, the members of

- ---------------

12  TSX Guideline No. 12.

13  TSX Guidelines No. 9 and No. 13.

14  TSX Guideline No. 13.
                                        35
<PAGE>

the Audit Committee must be independent and financially literate, or must become
financially  literate within a reasonable period  of time after appointment. The
Corporation's  management  is  responsible   for  preparing  the   Corporation's
financial  statements  and the  external auditors  are responsible  for auditing
those financial statements.  The Audit Committee  is responsible for  overseeing
the conduct of those activities by the Corporation's management and the external
auditors  and  overseeing  the  activities  of  the  internal  auditors  of  the
Corporation. The external auditors of the Corporation report and are accountable
to the Audit  Committee. The Committee's  responsibilities include, in  summary,
among other matters:

     (a)   in consultation with the external auditors and the internal auditors,
           reviewing  the  integrity  of the  Corporation's  financial reporting
           processes and procedures, both internal  and external, and any  major
           issues  as to the  adequacy of the internal  controls and any special
           audit steps adopted in light of any material control deficiencies;

     (b)   reviewing and discussing  with management and  the external  auditors
           the  Corporation's annual  audited consolidated  financial statements
           and its interim unaudited consolidated financial statements;

     (c)   receiving and reviewing an annual  report from the external  auditors
           describing all critical accounting policies and practices used by the
           Corporation,   all  material  alternative  accounting  treatments  of
           financial information within GAAP discussed with management and other
           material written  communications between  the external  auditors  and
           management;

     (d)   reviewing  the interim quarterly and annual financial information and
           annual and interim press  releases prior to  the release of  earnings
           information;

     (e)   responsibility   for   the   selection,   nomination,   compensation,
           retention, termination  and oversight  of the  work of  the  external
           auditor  engaged  for  audit,  review  and  attest  services  and for
           recommending to the Board the  external auditors to be nominated  for
           approval by the shareholders;

     (f)   pre-approval  of  all  audit  engagements and  the  provision  by the
           external auditors of all non-audit services, including fees and terms
           for all audit engagements and non-audit services, including authority
           to establish the  types of non-audit  services the external  auditors
           shall   not  be  permitted  to  provide   and  the  types  of  audit,
           audit-related and non-audit  services for which  the Audit  Committee
           may retain the external auditors;

     (g)   assessing  and  reporting  to  the  Board  on  the  independence  and
           performance of the external auditors;

     (h)   overseeing management's design and implementation of and reporting on
           internal controls, including receiving  reports from management,  the
           internal  auditors  and  the  external auditors  with  regard  to the
           reliability and effective operation  of the Corporation's  accounting
           system and internal controls;

     (i)   reviewing  the  activities,  organization and  qualifications  of the
           internal  auditors,  including   the  responsibilities,  budget   and
           staffing of the internal audit function;

     (j)   reviewing,   prior  to   finalization,  periodic   public  disclosure
           documents containing  financial information,  including  Management's
           Discussion and Analysis (MD&A) and Annual Information Form (AIF);

     (k)   reviewing  with  the Corporation's  General Counsel  legal compliance
           matters, significant litigation and other legal matters;

     (l)   establishing procedures and policies  for the receipt, retention  and
           treatment   of  complaints  received  by  the  Corporation  regarding
           accounting, internal accounting controls or auditing matters and  the
           confidential, anonymous submission by employees of the Corporation of
           concerns regarding questionable accounting or auditing matters;

     (m)  preparing   and  reviewing  with  the   Board  an  annual  performance
          evaluation of the Audit Committee; and

     (n)   reviewing and assessing the adequacy  of the Audit Committee  Charter
           on an annual basis.

     The  Audit  Committee  meets  periodically and  separately  with  the Chief
Financial Officer, the internal auditor,  the external auditors and the  General
Counsel  of the  Corporation in private  sessions. The  external auditors report
directly to the Audit Committee. The Audit Committee has the authority to engage
and establish, at  the expense  of the Corporation,  outside advisors  including
experts  in particular areas  of accounting, legal counsel  and other experts or
consultants as it determines necessary to carry out its duties, without  seeking
approval  of the Board or  management. The Audit Committee  has the authority to
conduct any investigation appropriate to fulfilling its responsibilities and has

                                        36
<PAGE>

direct access to the external  auditors, internal auditors, the general  counsel
and other officers and employees of the Corporation.

     The Audit Committee met six times in 2003. Its members in 2003 were Messrs.
Besse,  Emerson, Mikalachki, Peterson, Stewart, Wansbrough and Wilson. Mr. Besse
is the Chairman of the Audit Committee.

COMPENSATION COMMITTEE

     The  Compensation  Committee  is   currently  composed  of  seven   outside
non-management directors, all of whom are directors independent of and unrelated
to  the  Corporation.(15)  The Compensation  Committee  approves,  amongst other
matters, the  compensation  of  senior  executives  and  other  employees  above
specified  remuneration  levels  and reviews  and  recommends to  the  Board for
approval the  Corporation's executive  compensation policies.  The  Compensation
Committee  also  reviews the  design  and competitiveness  of  the Corporation's
compensation and benefit programmes  generally and the Corporation's  management
development and succession planning for its senior executives.

     The Compensation Committee met four times in 2003. Its members in 2003 were
Messrs.  Besse, Emerson,  Gnat, Godsoe, Hull,  Korthals, Schleyer  and Tory. Mr.
Godsoe was appointed  to the  Committee on  October 23,  2003. Mr.  Hull is  the
Chairman of the Compensation Committee.

PENSION COMMITTEE

     The  Pension  Committee,  composed  of  one director  who  is  a  member of
management and four independent and unrelated directors(16), is responsible  for
the administration of the Corporation's pension plans and reviews the provisions
of the pension plan and the investment performance of the pension plan.

     The  Pension Committee met four times in 2003. Its members in 2003 were Ms.
Melinda Rogers and Messrs. Besse, Gnat, Korthals and Wansbrough. Ms. Rogers  was
appointed  to the Committee on October 23,  2003. Mr. Wansbrough is the Chairman
of the Pension Committee.

EXECUTIVE COMMITTEE

     The Executive Committee  is composed  of six  directors, four  of whom  are
independent  of  and  unrelated to  the  Corporation.  It includes  a  member of
management, Edward S. Rogers,  and an executive officer  of a subsidiary of  the
Corporation,  Edward  Rogers.(17)  Subject to  the  Corporation's  Articles, the
Executive Committee has delegated to it all of the powers that may be  delegated
to  an Executive Committee under the  Corporation's governing statute, being the
BCA.

     The Executive  Committee met  six times  in 2003  during intervals  between
regularly  scheduled  meetings  of the  Board,  the principal  purposes  of such
meetings being  to  approve  the definitive  terms  of  transactions  previously
approved  by the Board and to implement policy initiatives adopted by the Board.
Its members were Messrs.  Emerson, Hull, Edward S.  Rogers, Edward Rogers,  Tory
and Wansbrough. Mr. Emerson is the Chairman of the Executive Committee.

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE

     The  Nominating and Corporate Governance Committee is currently composed of
directors who are  independent of  and unrelated  to the  Corporation. Until  he
resigned  from  the  Committee  on  March 9,  2004  it  included  one  member of
management, Edward S. Rogers, the controlling shareholder and the President  and
Chief Executive Officer of the Corporation.(18) It is responsible for developing
the  Corporation's approach to  corporate governance issues.  The Nominating and
Corporate  Committee  makes  recommendations  to  the  Board  with  respect   to
developments  in the areas of corporate  governance and the Corporate Governance
Practices of the Board, including the  methods and processes by which the  Board
fulfils its duties. Such corporate governance issues include:

     (a)   developing, recommending to the Board and reviewing from time to time
           the  Corporate Governance Practices of the Corporation, including the
           Board Charter and the Code of Conduct and Ethics;(19)

- ---------------

15  TSX Guidelines No. 9 and No. 11.

16  TSX Guideline No. 9.

17  TSX Guideline No. 9.

18  TSX Guidelines No. 4 and No. 9.

19  TSX Guideline No. 10.
                                        37
<PAGE>

     (b)   recommending the number and content  of meetings and the annual  work
           plan  and schedule of  issues for the consideration  of the Board and
           its committees;

     (c)   reviewing the size and  composition of the  Board and its  committees
           and  the board of  directors and the  committees of the Corporation's
           affiliates;(20)

     (d)   establishing  selection  criteria  for  members  of  the  Board   and
           identifying prospective new members of the Board;(21)

     (e)   reporting  to the Board with respect to  the adequacy and form of the
           compensation of directors;(22)

     (f)   recommending appropriate candidates  for nomination  for election  to
           the  Board  and  to  the boards  of  directors  of  the Corporation's
           affiliates;(23)

     (g)   providing an orientation program for new directors;(24)

     (h)   evaluating, on an  annual basis, the  performance of the  Board as  a
           whole,  its  committees  and  the  contribution  of  each  individual
           director;(25)

     (i)   reviewing the mandates of the committees of the Board; and

     (j)   monitoring the policies of the Corporation regarding senior  officers
           accepting  directorships  with  non-affiliated  corporations, minimum
           common share ownership for non-management directors, insider  trading
           and   disclosure   and  restricted   use  of   confidential  material
           information.

     The Nominating and  Corporate Governance Committee  also oversees a  system
that  enables an individual director to engage an outside advisor at the expense
of the Corporation in appropriate circumstances.(26)

     The Nominating  and Corporate  Governance Committee  held two  meetings  in
2003. Its members in 2003 were Messrs. Emerson, Gnat, Hull, Edward S. Rogers and
Tory.  Mr. Emerson  is the Chairman  of the Nominating  and Corporate Governance
Committee.

TECHNOLOGY COMMITTEE

     The Board has approved the Corporation's participation in the membership of
the intercompany Technology  Committee composed  of directors from  each of  the
Corporation,  Rogers Wireless Communications Inc.,  Rogers Cable Inc. and Rogers
Media Inc.

     The major responsibilities  of the Technology  Committee include  reviewing
and reporting to the Board and the boards of the other corporate participants on
the major issues and processes regarding:

     (a)   the   acquisition  of  technology  assets,  including  equipment  and
           software applications (both engineering and information technology);

     (b)   evolving  developments  in  technology  affecting  the  Corporation's
           businesses;

     (c)   developing  management  presentations  to  the  Board  on  technology
           issues;

     (d)   assisting  the  Board   in  the  evaluation   of  the  efficacy   and
           implications   of  technology  issues  of  major  proposed  strategic
           alliances and investments, licensing  agreements and joint  ventures;
           and

     (e)   reviewing corporate strategy on technology issues.

     To assist the Technology Committee in performing its mandate, the Committee
may consult with and engage outside experts and professional advisors.

     The  Technology Committee held three meetings and tutorial sessions for all
directors of the  Corporation and its  operating subsidiaries in  2003 at  which
presentations were made on various technology issues affecting the Corporation.

- ---------------

20  TSX Guideline No. 7.

21  TSX Guideline No. 4.

22  TSX Guideline No. 8.

23  TSX Guideline No. 4.

24  TSX Guideline No. 6.

25  TSX Guideline No. 5.

26  TSX Guideline No. 14.
                                        38
<PAGE>

     Members  of the  Technology Committee in  2003 from the  Board were Messrs.
Emerson, Korthals,  Edward S.  Rogers,  Edward Rogers  and Schleyer.  The  other
members  of the Technology Committee were Messrs. Lewis Chakrin, James Grant and
Jordan Roderick (representing Rogers Wireless Communications Inc.), James  Fleck
(representing  Rogers Media Inc.) and  John MacDonald (representing Rogers Cable
Inc.). The Chairman  of the Technology  Committee is James  Grant, an  unrelated
director of Rogers Wireless Communications Inc.

FINANCE COMMITTEE

     The  Finance Committee  is composed  of seven  directors, of  whom five are
independent of  and  unrelated to  the  Corporation,(27) consisting  of  Messrs.
Emerson, Godsoe, Hull, Edward S. Rogers, Edward Rogers, Tory and Wansbrough. Mr.
Godsoe was appointed to the Committee on October 23, 2003. Mr. Edward S. Rogers,
the controlling shareholder and the President and Chief Executive Officer of the
Corporation, is the Chairman of the Finance Committee. The Finance Committee met
three times in 2003.

     Without  derogating from  the rights  and duties  of the  Board, it  is the
responsibility of the Finance Committee to review and report to the Board or any
other committee of the Board on certain matters prior to their submission to the
Board or to  any other  committee of  the Board or  the filing  of any  document
required  to  implement  any such  matter  with any  governmental  or regulatory
authority, including:

     (a)   financings, including the issue of shares;

     (b)   non-budgeted transactions  outside the  ordinary course  of  business
           involving more than $30 million;

     (c)   alliance,   branding,   license,   partnership   and   joint  venture
           arrangements involving more than $30 million; and

     (d)   the grant  or assumption  of any  right of  first negotiation,  first
           offer  or first refusal or the grant or assumption or issuance of any
           non-competition covenant  or exclusivity  undertaking, in  each  case
           which  involves property, assets or revenues in excess of $30 million
           in the aggregate.

     The  Finance  Committee  is  also  responsible  to  review  candidates  for
appointment  as the Chief Financial Officer and  Chair of the Audit Committee of
the Corporation and its subsidiaries.

DECISIONS REQUIRING BOARD APPROVAL

     In addition to those matters that are  reviewed by the Board which must  be
approved  by  the Board  under its  Corporate Governance  Practices and  by law,
management  is  also  required  to  seek  Board  approval  for  any   unbudgeted
expenditure in excess of $5 million that has not been previously approved by the
Board  as part  of the Corporation's  operating plans and  capital and operating
budgets. Management is also  required to obtain  Board approval before  entering
into  any  major  strategic  initiative  or any  venture  which  is  outside the
Corporation's existing businesses.(28) These matters  are included in "Role  and
Responsibilities of the Board" in the Board Charter.

BOARD AND DIRECTOR PERFORMANCE

     As noted earlier, the Nominating and Corporate Governance Committee has the
mandate  to recommend to the Board nominees  for election as Board directors and
for evaluating the performance of the Board  as a whole, its committees and  the
contributions of each director. In fulfilling this responsibility, the Committee
periodically  uses written questionnaires to solicit comment and evaluation from
directors individually on the Board's performance and effectiveness and to  seek
recommendations  for areas of improvement of  Board practices and processes. The
Chairman of the Board also engages in discussions with the members of the  Board
individually   to  review  Board  and  director  areas  of  interest,  including
assessments of the effectiveness and performance of the Board. The Chairman also
discusses directly with  each chairperson  of the  committees of  the Board  the
mandate  and functioning of the committees  and reviews the recommendations from
committee chairpersons with  the Nominating and  Corporate Governance  Committee
concerning the operation of the Board committees, including assessments of their
respective effectiveness and performance.

- ---------------

27  TSX Guideline No. 9.

28  TSX Guideline No. 11.
                                        39
<PAGE>

INVESTOR FEEDBACK

     The  Corporation maintains an Investor  Relations department that the Board
believes is important and  highly effective. Every  investor inquiry receives  a
prompt response from the Investor Relations department or an appropriate officer
of the Corporation.

BOARD'S EXPECTATIONS OF MANAGEMENT

     The  quality and completeness  of information which  management provides to
the Board is  critical to the  proper functioning of  the Board. Directors  must
have  confidence  in the  data gathering,  analysis  and reporting  functions of
management.  The  Chairman  of  the  Board  and  the  Nominating  and  Corporate
Governance  Committee  of the  Board monitor  the nature  and timeliness  of the
information requested of  and provided by  management to the  Board so that  the
Board  is able to  determine if the  Board can be  more effective in identifying
problems and opportunities for the Corporation.

     The Chief Executive Officer has provided a detailed job description for the
office of the Chief Executive which specifically outlines his  responsibilities.
This  job description has been approved by the Compensation Committee. The Chief
Executive Officer's written objectives for the current year will be reviewed and
approved by the Compensation Committee.(29)

                 INTEREST OF INSIDERS IN MATERIAL TRANSACTIONS

     During the fiscal year ended December 31, 2003, other than as disclosed  in
this  Information  Circular, in  the  consolidated financial  statements  of the
Corporation for the fiscal  year ended December 31,  2003 and the notes  thereto
and   Management's  Discussion  and  Analysis  of  the  Corporation's  financial
condition and results  of operation for  the year ended  December 31, 2003,  the
Corporation  is  not  aware of  any  material  interest of  any  insider  of the
Corporation, or  any  proposed  nominee  for  election  as  a  director  of  the
Corporation,  or any associate or affiliate of such insider or proposed nominee,
in any transaction or in any proposed transaction which has materially  affected
or would materially affect the Corporation or any of its subsidiaries.

                              MANAGEMENT CONTRACTS

     Other  than as disclosed in this  Information Circular, in the consolidated
financial statements of the Corporation for  the fiscal year ended December  31,
2003  and  the notes  thereto and  Management's Discussion  and Analysis  of the
Corporation's financial condition and  results of operation  for the year  ended
December  31, 2003,  there are  no agreements  or arrangements  where management
functions of the Corporation or any subsidiary were, to any substantial  degree,
performed  by a person or company other than the directors or senior officers of
the Corporation or subsidiary.

- ---------------

29   TSX Guideline No. 11.
                                        40
<PAGE>

                                    GENERAL

     COPIES OF THE CORPORATION'S MOST  RECENT ANNUAL INFORMATION FORM  (TOGETHER
WITH   THE  DOCUMENTS  INCORPORATED  THEREIN  BY  REFERENCE),  THE  CONSOLIDATED
FINANCIAL STATEMENTS OF  THE CORPORATION FOR  THE YEAR ENDED  DECEMBER 31,  2003
TOGETHER WITH THE REPORT OF THE AUDITORS THEREON AND MANAGEMENT'S DISCUSSION AND
ANALYSIS  OF THE CORPORATION'S FINANCIAL CONDITION  AND RESULTS OF OPERATION FOR
THE YEAR ENDED DECEMBER 31, 2003 ARE AVAILABLE UPON REQUEST FROM MR. BRUCE MANN,
VICE PRESIDENT, INVESTOR RELATIONS, ROGERS COMMUNICATIONS INC., 333 BLOOR STREET
EAST, TORONTO, ONTARIO, M4W 1G9 (TELEPHONE: (416) 935-3532). THIS INFORMATION IS
ALSO AVAILABLE AT WWW.ROGERS.COM.

     Information contained  herein  is  given  as  of  April  19,  2004,  unless
otherwise  noted. The contents and the sending of this Information Circular have
been approved by the board of directors of the Corporation.

     DATED this 21st day of April, 2004.

                                         BY ORDER OF THE BOARD OF DIRECTORS

                                         DAVID P. MILLER, Secretary

                                        41
<PAGE>

                                   EXHIBIT A

             SPECIAL RESOLUTION TO ALTER THE NOTICE OF ARTICLES TO
 REMOVE THE APPLICATION OF THE PRE-EXISTING COMPANY PROVISIONS AND TO ELIMINATE
 CERTAIN SERIES OF PREFERRED SHARES; AND TO DELETE THE EXISTING ARTICLES OF THE
              CORPORATION AND SUBSTITUTE NEW ARTICLES THEREFOR(1)
                                      AND
    SPECIAL SEPARATE RESOLUTION OF THE HOLDERS OF THE CLASS A VOTING SHARES
                         CONSENTING TO CERTAIN CHANGES

RESOLVED as a special resolution that:

     (a)  the  Notice   of  Articles   of   Rogers  Communications   Inc.   (the
          "Corporation")   be  altered   to  remove   the  application   of  the
          Pre-existing Company  Provisions, being  those provisions  set out  in
          Table 3 of the Regulation under the Business Corporations Act;

     (b)  the  Notice  of  Articles of  the  Corporation be  further  altered to
          eliminate all series of Preferred Shares except Series XXVII Preferred
          Shares, Series XXX Preferred Shares and Series XXXI Preferred Shares;

     (c)  the existing Articles of  the Corporation be  altered by deleting  and
          cancelling them in their entirety and adopting the Articles as set out
          in the attached Schedule A in substitution therefor;

     (d)  any  one director  or officer, or  any lawyer for  the Corporation, is
          authorized to complete,  execute and  file a Notice  of Alteration  to
          effect  the  alterations  of  the  Corporation's  Notice  of  Articles
          described in paragraph (a) of this resolution;

     (e)  after paragraph (d) of  this resolution has  been complied with,  this
          resolution (including the Articles set out in the attached Schedule A)
          shall forthwith be deposited at the Corporation's records office;

     (f)  after paragraph (e) of this resolution has been complied with, any one
          director  or officer, or any lawyer for the Corporation, is authorized
          to complete, execute  and file one  or more Notices  of Alteration  to
          effect  the alterations described in  paragraph (b) of this resolution
          and to alter the Corporation's Notice of Articles, in accordance  with
          section  257 of the Business Corporations  Act, as required by section
          259 of  the  said Act,  to  reflect  the alteration,  referred  to  in
          paragraph (h) of this resolution, being made to certain of the special
          rights  or restrictions attached to  certain shares of the Corporation
          in the Articles of the Corporation;

     (g)  the alteration to the Corporation's Articles referred to in  paragraph
          (c)  of this  resolution shall  take effect on  the date  and time the
          Notice of Alteration referred to in paragraph (h) is filed; and

     (h)  since the alteration of the  Articles of the Corporation provided  for
          in  paragraph (c)  of this  resolution alters  certain of  the special
          rights or restrictions attached to certain shares of the  Corporation,
          that alteration of the special rights and restrictions, as required by
          section  259(4) of the Business Corporations Act, does not take effect
          until the Notice of Articles is  altered by a Notice of Alteration  to
          reflect that alteration to the Articles.

AND  RESOLVED, as a special separate resolution, that the holders of the Class A
Voting shares of  the Corporation  consent to the  reduction (the  "Reduction"),
from 3/4 to 2/3 of the votes cast, in the number of votes required to be cast in
favour  of  a special  separate  resolution in  order  to pass  such resolution;
provided that,  if  the  holders  of  the  Class  B  Non-Voting  shares  of  the
Corporation  have  not yet,  by special  separate  resolution, consented  to the
Reduction, the foregoing  consent of the  holders of the  Class A Voting  shares
shall not be effective until the holders of the Class B Non-Voting shares of the
Corporation have so consented, by special separate resolution.

- ---------------

1   Prior  to the  above resolutions  being moved at  the Class  A Meetings, the
    Class B Non-Voting  shareholders will be  asked to pass  a special  separate
    resolution consenting to the reduction in the number of votes required to be
    cast in favour of a special separate resolution, to 2/3 of the votes cast in
    order  to pass such  resolution. If such special  separate resolution is not
    passed by the requisite  majority of 3/4  of the votes cast  by the Class  B
    Non-Voting  shareholders,  then in  Schedule  A, paragraph  (a)(iii)  of the
    definition of "special separate resolution" in Article 1.1, the figure "3/4"
    shall be substituted for the figure "2/3".
                                       A-1
<PAGE>

                                   SCHEDULE A

                          PROVINCE OF BRITISH COLUMBIA

                           BUSINESS CORPORATIONS ACT

                                    ARTICLES
                                       OF
                           ROGERS COMMUNICATIONS INC.
                        INCORPORATION NUMBER BC 0425233

                                   SECTION 1
                                 INTERPRETATION

1.1  Definitions -- In these Articles unless the context otherwise requires:

     "Act" or "Business Corporations Act" means the Business Corporations Act of
     the Province of British  Columbia (or any statute  that may be  substituted
     therefor)  and the regulations  thereunder, as such  statute or regulations
     may from time  to time  be amended,  and any reference  to the  Act or  the
     Business   Corporations  Act   includes  the   regulations  thereunder,  as
     applicable.

     "Board" and "the Directors" or "the directors" mean the board of  directors
     for  the time  being of  the Corporation and  include a  committee or other
     delegate, direct or indirect, of the board of directors.

     "class" when used  with respect  to shares  of the  Corporation, means  any
     class  of shares of the Corporation from time to time and any series of any
     class of shares of the Corporation issuable in series.

     "Class A share" has the meaning attributed thereto in Section 26 hereof.

     "Class B share" has the meaning attributed thereto in Section 26 hereof.

     "Company"  or  "Corporation"  means  Rogers  Communications  Inc.  or   any
     successor by amalgamation or otherwise.

     "general  meetings" includes,  without limitation,  annual general meetings
     and special  general  meetings  and  other  meetings  that  under  the  Act
     constitute general meetings.

     "prescribed"   means  prescribed   under  or   pursuant  to   the  Business
     Corporations Act.

     "record" includes books, documents,  maps, drawings, photographs,  letters,
     vouchers,  papers and any  other thing on which  information is recorded or
     stored by any means whether graphic, electronic, mechanical or otherwise.

     "recorded address" means

     (a)   in the case of a shareholder,  the shareholder's address as shown  in
           the  Corporation's  central  securities  register  or,  prior  to the
           Corporation complying with s. 436(1)(c)  of the Act, the register  of
           members maintained by the Corporation under the Company Act, 1996;

     (b)   in  the  case of  joint shareholders,  the  address appearing  in the
           Corporation's central securities register or register of members,  as
           applicable,  in respect of such joint holding or the first address so
           appearing if there are more than one;

     (c)   in the case of a Director, officer, auditor or member of a  committee
           of  the Board,  the person's  prescribed address  as recorded  in the
           records kept by the Corporation or the corporate register; and

     (d)   in any case, the fax number, e-mail address or other address provided
           by the recipient for the sending of a particular record or records of
           a particular class.

     "registered owner",  "registered holder"  or "shareholder"  when used  with
     respect  to a  share in the  authorized share structure  of the Corporation
     means the person registered in the  securities register in respect of  such
     share.

     "signing  officer"  means,  in  relation  to  any  instrument,  any  person
     authorized to sign the same on behalf of the Corporation by Article 2.4  or
     by a resolution passed pursuant thereto.

     "special  majority" means, in  order for the Corporation  to pass a special
     resolution at a  general meeting, at  least 2/3  of the votes  cast on  the
     resolution.

                                       A-2
<PAGE>

     "special separate resolution" means

     (a)   a  resolution passed at  a class meeting or  series meeting under the
           following circumstances:

        (i)   notice of  the meeting  specifying the  intention to  propose  the
              resolution  as  a  special  separate  resolution  is  sent  to all
              shareholders holding shares of that  class or series of shares  at
              least 21 days before the meeting;

        (ii)   the  majority of the votes cast  by shareholders voting shares of
               the  class  or  series  of  shares  is  cast  in  favour  of  the
               resolution;

        (iii)  the   majority  of  votes  cast   in  favour  of  the  resolution
               constitutes at least 2/3 of the votes cast on the resolution, or

     (b)   a resolution passed by  being consented to in  writing by all of  the
           shareholders  holding  shares of  the applicable  class or  series of
           shares.

     Expressions   referring   to   writing   include   printing,   lithography,
typewriting,   photography,  facsimile,  Internet,   e-mail,  CD-ROM,  diskette,
electronic and other modes of representing or reproducing words.

     Words importing  the singular  number include  the plural  and vice  versa;
words  importing gender include the masculine,  feminine and neuter genders; and
words importing  persons include  individuals, bodies  corporate,  partnerships,
trusts and unincorporated organizations.

1.2   The meaning of  any words or phrases  defined in the Business Corporations
Act shall,  if not  inconsistent with  the  subject or  context, bear  the  same
meaning in these Articles.

1.3    Except  as otherwise  provided  herein, the  Interpretation  Act (British
Columbia)  shall  apply,  mutatis  mutandis,  to  the  interpretation  of  these
Articles, as if these Articles were an enactment.

1.4    To the  extent that  there is  a  conflict between  a provision  of these
Articles and a provision of the Act, the provision of the Act will prevail,  but
only to the extent necessary to cure the conflict.

1.5   If a provision of  these Articles is in whole  or in part void, illegal or
invalid, the remaining provisions will be construed and take effect as if  every
provision or part thereof that so offends had been omitted.

                                   SECTION 2.
                          BUSINESS OF THE CORPORATION

2.1   Registered Office --  The registered office and  the records office of the
Corporation shall  be situated  at  such location  in  the Province  of  British
Columbia as the Board may from time to time determine.

2.2    Corporate Seal  -- The  Directors may  provide  a seal  or seals  for the
Corporation and, if they do so, shall provide for the safe custody of the seals.

2.3  Financial Year  -- Until changed  by the Board, the  financial year of  the
Corporation shall end on the 31st day of December in each year.

2.4   Execution of Instruments --  Deeds, transfers, assignments, bills of sale,
contracts, obligations,  certificates and  other instruments  may be  signed  on
behalf  of the  Corporation by  any two  Directors or  officers or  any Director
together with any officer. In addition, the  Board may from time to time  direct
the  manner in which and the person or persons by whom any particular instrument
or class of instruments may  or shall be signed.  Any signing officer may  affix
the corporate seal to any instrument requiring the same.

2.5   Banking Arrangements -- The banking business of the Corporation including,
without limitation, the borrowing of money and the giving of security  therefor,
shall  be transacted with such banks,  trust companies or other bodies corporate
or organizations  as  may from  time  to time  be  designated by  or  under  the
authority  of the  Board. Such  banking business  or any  part thereof  shall be
transacted under such agreements, instructions and delegations of powers as  the
Board may from time to time prescribe or authorize.

2.6    Voting  Rights in  Other  Corporations  -- The  signing  officers  of the
Corporation may, except as otherwise specified by the Board, execute and deliver
proxies and arrange for the issuance of voting certificates or other evidence of
the right to exercise the voting rights attaching to any securities held by  the
Corporation. Such instruments, certificates or other evidence shall be in favour
of  such person or persons  as may be determined  by the officers executing such
proxies or  arranging for  the issuance  of voting  certificates or  such  other
evidence of the right to exercise

                                       A-3
<PAGE>

such  voting rights.  In addition, the  Board may  from time to  time direct the
manner in which and the person or person by whom any particular voting rights or
class of voting rights may or shall be exercised.

2.7  Information Available to  Shareholders -- The Board  may from time to  time
determine  whether,  to what  extent,  at what  time  and place  and  under what
conditions or regulations the accounts, records and documents of the Corporation
or any  of  them  shall be  open  to  the inspection  of  shareholders,  and  no
shareholder  shall have any right to inspect  any account, record or document of
the Corporation except as conferred by the Act or authorized by the Board.

                                   SECTION 3.
                                   DIRECTORS

3.1   Number  of Directors  and  Quorum --  The  number of  Directors  shall  be
determined  from time to time by the Board, but shall not be fewer than nine (9)
and not more than twenty-five (25). The quorum necessary for the transaction  of
business at any meeting of the Board shall be six Directors.

3.2   Qualifications  -- No  person shall  be qualified  to become  or act  as a
Director if that person  is under the age  of 18 years, is  found by a court  in
Canada or elsewhere to be incapable of managing the person's own affairs, is not
an  individual, is an undischarged bankrupt  or is convicted of certain offences
specified in the Act and has not  ceased to be disqualified in relation  thereto
under the Act.

3.3   Election  and Term --  Directors shall  be elected at  each annual general
meeting by the shareholders  entitled to vote thereat  to hold office until  the
next  annual general meeting of shareholders.  At each annual general meeting of
shareholders, all  of  the  Directors  then  in  office  shall  retire  but,  if
qualified,  shall be  eligible for  re-election. The  number of  Directors to be
elected at any such meeting shall be the number of Directors for the time  being
fixed by the Board pursuant to these Articles. If the number of eligible persons
nominated  for election  as Directors  is equal  to or  less than  the number of
Directors to be elected  no vote will  be required and  those nominated will  be
deemed elected by acclamation.

3.4    Removal  of  Directors --  Subject  to  the provisions  of  the  Act, the
shareholders may by ordinary resolution remove any Director from office and  the
vacancy  created by such removal may be filled at the same meeting failing which
it may be filled by the Directors.

3.5  Vacation of Office -- A  Director ceases to hold office when: the  Director
dies;  the  Director is  removed  from office  by  the shareholders  by ordinary
resolution; the Director ceases to be qualified  to act as a Director; the  term
of  office  of  the  Director expires;  the  Director's  written  resignation is
provided to the Corporation or  to a lawyer for the  Corporation, or if a  date,
time  or event is specified  in such resignation, on the  date, time or event so
specified, whichever is  later; or the  Director is convicted  of an  indictable
offence and the other Directors shall have resolved to remove the Director.

3.6   Vacancies --  The Directors may fill  a vacancy in  the Board, including a
vacancy resulting from an increase in the number of Directors or from a  failure
of the shareholders to elect the number of Directors for the time being fixed by
the Board pursuant to these Articles.

3.7   Additional Directors -- In addition to any other power of the Directors to
appoint Directors or fill vacancies, between successive annual general  meetings
the  Directors shall have the power to  appoint one or more additional Directors
but not  more than  one-third of  the  number of  current Directors  elected  or
appointed as Directors other than pursuant to this Article 3.7. Furthermore, the
directors  shall not  exercise this  power to  appoint additional  directors if,
after giving effect to such appointment, the number of directors then in  office
would exceed the maximum number of directors permitted by Article 3.1.

3.8   Action by the Board -- The  Board must manage, or supervise the management
of, the business  and affairs of  the Corporation. Subject  to Article 3.9,  the
powers  of the Board may be exercised by resolution passed at a meeting at which
a quorum  is present.  Where there  is a  vacancy in  the Board,  the  remaining
Directors  may exercise all the powers of the  Board so long as a quorum remains
in office.

3.9  Meetings by Telephonic or Electronic Facility -- A Director may participate
in a  meeting of  the  Board or  of  a committee  of the  Board  by means  of  a
telephonic,   electronic  or  other  communication  facility  if  all  Directors
participating in the  meeting are  able to communicate  with each  other, and  a
Director  participating in such a meeting by  such means is deemed to be present
at the meeting and shall  be counted in the quorum  therefor and be entitled  to
speak and vote thereat.

                                       A-4
<PAGE>

3.10   Place of Meetings -- Meetings of the Board may be held at any place in or
outside Canada.

3.11  Calling of Meetings  -- Meetings of the Board  shall be held from time  to
time and at such time at such place as the Board, the Chairman of the Board, any
Vice  Chairman  or  Deputy Chairman  of  the  Board, the  President  or  any two
Directors may determine.

3.12  Notice of Meetings -- Notice of the time and place of each meeting of  the
Board  shall be received by each Director not less than 48 hours before the time
of the meeting  in the manner  provided in Section  11. A notice  of meeting  of
Directors  need not specify the  purpose of or the  business to be transacted at
the meeting  except  where the  Act  requires such  purpose  or business  to  be
specified.  A Director may in any manner waive notice of or otherwise consent to
a meeting of the Board. Attendance of a Director at a meeting of the Board is  a
waiver  of notice of the meeting, except  where a Director attends a meeting for
the express  purpose of  objecting to  the transaction  of any  business on  the
grounds that the meeting is not lawfully called.

3.13   First Meeting of New Board --  Provided a quorum of Directors is present,
each newly elected Board may without  notice hold its first meeting  immediately
following the meeting of shareholders at which such Board is elected.

3.14   Adjourned Meeting --  Notice of an adjourned meeting  of the Board is not
required if the  time and place  of the  adjourned meeting is  announced at  the
original meeting.

3.15   Regular Meetings -- The  Board may appoint a day  or days in any month or
months for regular meetings of the Board at a place and hour to be named. A copy
of any  resolution of  the  Board fixing  the place  and  time of  such  regular
meetings  shall be sent  to each Director  forthwith after being  passed, but no
other notice shall be required for any such regular meeting except where the Act
requires the purpose  thereof or  the business to  be transacted  thereat to  be
specified.

3.16   Chairman -- The chairman  of any meeting of the  Board shall be the first
mentioned of such of the following officers as have been appointed and who is  a
Director  and is present at the meeting: Chairman of the Board, Vice Chairman of
the Board, Deputy Chairman  of the Board, President  or a Vice-President. If  no
such  person is present, the Directors present  shall choose one of their number
to be chairman.

3.17  Votes to Govern -- At all meetings of the Board (and of committees of  the
Board)  every question shall be  decided by a majority of  the votes cast on the
question. In case of an equality of votes, the chairman of the meeting shall  be
entitled to a second or casting vote.

3.18   Conflict of Interest  -- A Director or senior  officer who has a material
interest in, or who is a director or senior officer of or is acting in a similar
capacity for,  or has  a  material interest  in, a  person  who has  a  material
interest  in, a material contract or  material transaction, whether entered into
or proposed, with, the Corporation shall  disclose the nature and extent of  his
or  her  interest where  required by  the Act,  at  the time  and in  the manner
provided by the Act. Any such contract  or transaction shall be referred to  the
Board  or the shareholders for approval even if such contract is one that in the
ordinary course of the Corporation's business would not require approval by  the
Board  or the shareholders, and a Director  interested in a contract so referred
to the Board  shall not vote  on any resolution  to approve the  same except  as
provided  by  the Act.  A Director  or senior  officer who  holds any  office or
possesses any  property,  right  or  interest that  could  result,  directly  or
indirectly, in the creation of a duty or interest that materially conflicts with
that  individual's  duty or  interest as  a  Director or  senior officer  of the
Corporation must disclose the nature and  extent of the conflict where  required
by the Act and in accordance with the Act.

3.19   Remuneration  and Expenses --  Each of  the Directors shall  be paid such
remuneration for such  Director's services as  the Board may  from time to  time
determine.  The Directors shall also be  entitled to be reimbursed for traveling
and other expenses properly incurred by them in attending meetings of the  Board
or  any committee thereof. Nothing herein  contained shall preclude any Director
from serving the Corporation  in any other  capacity and receiving  remuneration
therefor.  The Directors  on behalf  of the  Corporation may  pay a  gratuity or
pension or allowance on retirement to  any Director or to the Director's  spouse
or  dependants and may make  contributions to any fund  and pay premiums for the
purchase or provision of any such  gratuity, pension or allowance. This  Article
shall  be sufficient authority for the  Directors to pass resolutions rescinding
or amending their remuneration as Directors  and as members of any committee  of
the  Board and no further Article and  no confirmation of any such resolution by
the shareholders shall be necessary to the validity of such resolution or of any
payment made pursuant thereto.

3.20  Resolutions of the Board -- A resolution consented to in writing,  whether
by  document, telegram, facsimile, e-mail or  any method of transmitting legibly
recorded messages  or other  means, by  all of  the Directors  entitled to  vote

                                       A-5
<PAGE>

on  the resolution shall be as valid and effectual as if it had been passed at a
meeting of the Board duly called and held. Such resolution may be in two or more
counterparts which  together shall  be deemed  to constitute  one resolution  in
writing.  Such resolution shall be filed with  the minutes of the proceedings of
the Directors and shall be effective on the date stated thereon or on the latest
date stated on any counterpart.

3.21  Director may be Officer or Contractor -- A Director may hold any office or
place of profit with the  Corporation (other than the  office of auditor of  the
Corporation)  in conjunction  with the  Director's office  of Director  for such
period and on such terms (as to remuneration or otherwise) as the Directors  may
determine  and no Director or intended Director shall be disqualified by holding
the office of Director from contracting with the Corporation with regard to  the
Director's  tenure of  any such other  office or  place of profit  or as vendor,
purchaser or otherwise, and,  subject to compliance with  the provisions of  the
Business  Corporations Act,  no contract  or transaction  entered into  by or on
behalf of the Corporation in which a Director is in any way interested shall  be
liable to be voided by reason thereof.

3.22   Professional Capacity -- Subject to compliance with the provisions of the
Business Corporations  Act, a  Director and  the Director's  firm may  act in  a
professional capacity for the Corporation (except as auditor of the Corporation)
and  the Director and the Director's firm  shall be entitled to remuneration for
professional services without  regard to the  Director being a  Director of  the
Corporation.

3.23   Interest in Other Entity -- A Director or senior officer may be or become
a director or  other officer  or employee of,  or otherwise  interested in,  any
corporation  or firm in which the Corporation may be interested as a shareholder
or otherwise, and,  subject to compliance  with the provisions  of the  Business
Corporations  Act, such Director  or senior officer shall  not be accountable to
the Corporation for any remuneration or other benefits received by the  Director
or  senior officer as director, officer or  employee of, or from the Director or
senior officer's interest in, such other corporation or firm.

                                   SECTION 4.
                                   COMMITTEES

4.1  Committees of Directors  -- The Board may appoint  from its members one  or
more   committees  of  Directors,  however  designated,  and  delegate  to  such
committees any of the powers of the Board except the power to fill vacancies  in
the  Board, the  power to  change the  membership of,  or fill  vacancies in any
committee and such other powers as  may be specified. The powers and  procedures
of  any committee thus constituted and  the composition thereof shall be subject
to such limitations, revocations and other changes as the Board may specify from
time to time before or after the creation of the committee.

4.2  Procedure -- Unless otherwise determined by the Board, each committee shall
have the power to fix its quorum at not less than a majority of its members,  to
elect its chairman and to regulate its procedure.

4.3   Transaction of Business  -- Subject to the  provisions of Article 3.9, the
powers of a  committee of Directors  may be exercised  by a meeting  at which  a
quorum of the committee is present or by resolution in writing signed by all the
members  of  such  committee  who  would have  been  entitled  to  vote  on that
resolution at a meeting of the committee. Meetings of such committee may be held
at any place in or outside Canada.

4.4  Executive Committee -- Without limiting the generality of Article 4.1,  the
Directors  may by resolution  appoint an Executive Committee  to consist of such
member or members of their body as  they think fit, which Committee shall  have,
and may exercise during the intervals between the meetings of the Board, all the
powers  vested in the Board except the power to fill vacancies in the Board, the
power to change the membership of, or  fill vacancies in, said Committee or  any
other  committee of the Board and such other powers, if any, as may be specified
in the resolution.  The Executive Committee  shall keep regular  minutes of  its
transactions and shall cause them to be recorded in books kept for that purpose,
and  shall report the same to the Board at such times as the Board may from time
to time  require. The  Board shall  have  the power  at any  time to  revoke  or
override  the authority given to or acts  done by the Executive Committee except
as to  acts done  before such  revocation  or overriding  and to  terminate  the
appointment  or change the membership of such Committee and to fill vacancies in
it. The Executive Committee may make rules  for the conduct of its business  and
may  appoint such assistants as it may deem necessary. A majority of the members
of said Committee shall constitute a quorum thereof.

4.5  Audit  Committee --  Without limiting the  generality of  Article 4.1,  the
Board  shall  elect annually  from  among its  number  an audit  committee whose
composition shall comply  with applicable  law and, subject  to such  applicable
law,  to be composed of not fewer than  3 Directors of whom a majority shall not
be officers or employees of the Corporation or

                                       A-6
<PAGE>

its affiliates. The audit committee shall have the powers and duties provided in
the Act  and delegated  to it  by the  Board including  the power  of the  audit
committee to delegate powers and duties delegated to the audit committee and the
audit  committee shall have such  other powers and perform  such other duties as
may be  prescribed for  it by  other  applicable law.  The remuneration  of  the
auditor  shall be  set by  the Directors  regardless of  whether the  auditor is
appointed by the shareholders  or by the Directors  or a committee thereof.  For
greater  certainty, the Directors  may delegate to the  audit committee or other
committee the power to set the remuneration of the auditor.

                                   SECTION 5.
                                    OFFICERS

5.1  Appointment -- The Board may from time to time appoint a president, one  or
more  vice-presidents (to which title may be added words indicating seniority or
function), a secretary,  a treasurer and  such other officers  as the Board  may
determine, including one or more assistants to any of the officers so appointed.
No  officer shall be appointed  unless qualified to be  an officer in accordance
with the provisions of the Act. The Board may specify the duties of and delegate
to such officers powers  to manage or supervise  the management of the  business
and  affairs of the Corporation. Subject to Articles 5.2 and 5.3, an officer may
but need not be a Director and one person may hold more than one office.

5.2  Chairman of  the Board -- The  Board may from time  to time also appoint  a
chairman  of the  Board who shall  be a  Director. If appointed,  subject to the
Board determining otherwise,  the chairman  shall preside over  meetings of  the
Board and of shareholders. Furthermore, the Board may assign to the chairman, if
appointed,  any of  the powers and  duties that  are by any  provisions of these
Articles capable of being  assigned to any  other officer, and  he or she  shall
have  such other powers and duties as  the Board may specify. During the absence
or disability  of the  chairman of  the Board,  subject to  the Board  otherwise
specifying, his or her duties shall be performed and his or her powers exercised
by  the vice chairman or deputy chairman  of the Board, if appointed and present
(and if more than one vice or deputy chairman has been appointed and is  present
by the most senior one of them present) failing which by the president.

5.3   Vice or Deputy  Chairman of the Board  -- The Board may  from time to time
also appoint one  or more vice  or deputy chairmen  of the Board,  each of  whom
shall  be a Director. If any vice or deputy chairman is appointed, the Board may
assign to him or her any of the powers and duties that are by any provisions  of
these  Articles capable of  being assigned to  any other officer,  and he or she
shall have such other powers and duties as the Board may specify.

5.4  Chief Executive Officer -- The Board may designate any officer it appoints,
as chief executive  officer. Any  officer so  designated, except  to the  extent
otherwise  specified by the Board, shall, subject to the authority of the Board,
have general supervision of the business and affairs of the Corporation.

5.5  Chief Operating Officer -- The Board may designate any officer it appoints,
as chief operating  officer. Any  officer so  designated, except  to the  extent
otherwise specified by the Board or the chief executive officer, if one has been
appointed,  shall, subject to the authority of the Board and the chief executive
officer,  have  general  supervision  of   the  business  and  affairs  of   the
Corporation.

5.6  Chief Financial Officer -- The Board may designate any officer it appoints,
as  chief financial  officer. Any  officer so  designated, except  to the extent
otherwise specified by the Board or the chief executive officer, if one has been
appointed, shall, subject to the authority of the Board and the chief  executive
officer, have general supervision over the financial affairs of the Corporation.

5.7   President -- If appointed, except to the extent otherwise specified by the
Board, the president  shall be the  chief executive officer,  unless some  other
officer  is  so designated  and  if some  other  officer is  so  designated, the
president shall be the chief operating  officer unless some other officer is  so
designated.  In addition, the president shall  have such other powers and duties
as the Board may specify.

5.8  Vice President -- A vice-president shall have such powers and duties as the
Board or the chief executive officer may specify.

5.9  Secretary  -- Except to  the extent some  other officer or  agent has  been
appointed for any of the following purposes and subject to Article 5.12,

     (a)   the  secretary shall attend  and be the secretary  of all meetings of
           the Board, shareholders and committees  of the Board and shall  enter
           or  cause to be entered  in records kept for  that purpose minutes of
           all proceedings thereat; and

                                       A-7
<PAGE>

     (b)   the  secretary  shall  give  or  cause  to  be  given,  as  and  when
           instructed,   all  notices  to   shareholders,  Directors,  officers,
           auditors and members of committees of the Board, be the custodian  of
           the  stamp  or  mechanical  device generally  used  for  affixing the
           corporate seal of the Corporation and of all books, papers,  records,
           documents and instruments belonging to the Corporation.

     In  addition, the secretary shall have such  other powers and duties as the
Board or the chief executive officer may specify.

5.10  Treasurer --  Except to the  extent some other officer  or agent has  been
appointed for any of the following purposes and subject to Article 5.12

     (a)   the treasurer shall keep proper accounting records in compliance with
           the  Act  and shall  be  responsible for  the  deposit of  money, the
           safekeeping of securities and  the disbursement of  the funds of  the
           Corporation; and

     (b)   the  treasurer shall render to the Board whenever required an account
           of all his  or her  transactions as  treasurer and  of the  financial
           position of the Corporation.

     In  addition, the treasurer shall have such  other powers and duties as the
Board or the chief executive officer may specify.

5.11  Powers and Duties of Other Officers -- The powers and duties of all  other
officers shall be such as the terms of their engagement call for or as the Board
or  the chief executive officer may specify. Any  of the powers and duties of an
officer to whom an assistant has  been appointed may be exercised and  performed
by  such assistant,  unless the Board  or the chief  executive officer otherwise
directs.

5.12  Variation  of Powers and  Duties -- The  Board may from  time to time  and
subject  to the  provisions of  the Act, vary,  add to  or limit  the powers and
duties of any officer. The chief executive officer, unless otherwise  determined
by  the Board, may also from  time to time and subject  to the provisions of the
Act, vary, add to or limit the powers and duties of any other officer.

5.13  Term of Office -- The Board, in its discretion, may remove any officer  of
the Corporation, without prejudice to such officer's rights under any employment
contract. Otherwise, each officer appointed by the Board shall hold office until
his or her successor is appointed.

5.14   Terms of Employment  and Remuneration -- The  terms of employment and the
remuneration of officers appointed by  the Board shall be  settled by it, or  in
the  manner specified by  it, from time to  time. An officer  may in addition to
remuneration receive, after the officer ceases to hold such office or leaves the
employment of the Corporation, a pension or gratuity.

5.15   Conflict of  Interest  -- A  senior officer  shall  disclose his  or  her
interest  in any material contract or material transaction, whether entered into
or proposed, with the Corporation in accordance with Article 3.18.

5.16  Attorneys  -- The  Board shall  have power from  time to  time to  appoint
attorneys  for the Corporation in or outside British Columbia with power to sign
deeds, instruments or other records on behalf of the Corporation (including  the
power to sub-delegate) as may be thought fit.

5.17   Fidelity  Bonds --  The Board  may require  such officers,  employees and
agents of the Corporation as the Board deems advisable to furnish bonds for  the
faithful discharge of their powers and duties, in such form and with such surety
as the Board may from time to time determine.

                                   SECTION 6.
                  PROTECTION OF DIRECTORS, OFFICERS AND OTHERS

6.1   Limitation of Liability -- Subject to the limitations specified in the Act
with respect to any  relief of Directors or  officers from liability imposed  by
the Act, no Director or officer shall be liable for the acts, receipts, neglects
or  defaults of any other Director or officer or employee, or for joining in any
receipt or  other  act  for conformity,  or  for  any loss,  damage  or  expense
happening to the Corporation through the insufficiency or deficiency of title to
any  property  acquired  for  or  on  behalf  of  the  Corporation,  or  for the
insufficiency or deficiency of any security in  or upon which any of the  moneys
of the Corporation shall be invested, or for any loss or damage arising from the
bankruptcy,  insolvency or  tortious acts  of any  person with  whom any  of the
moneys, securities or effects of the Corporation shall be deposited, or for  any
loss occasioned by any error of judgment or oversight on his or her part, or for
any other loss, damage or

                                       A-8
<PAGE>

misfortune  whatever which shall happen in the execution of the duties of his or
her office or in  relation thereto; provided that  nothing herein shall  relieve
any  Director or officer from the duty to act in accordance with the Act or from
liability for any breach thereof.

6.2  Indemnity -- The Corporation  shall indemnify, and pay expenses in  advance
of  the final disposition  of a proceeding  of, a Director  or officer, a former
Director or officer or a person who  acts or acted at the Corporation's  request
as  a director or officer,  or in a similar capacity  of another entity, and the
heirs and  personal  or  other  legal  representatives  of  such  a  person,  in
accordance  with, and to  the fullest extent and  in all circumstances permitted
by,  the  Act.  The  Corporation  may  enter  into  indemnification  agreements,
including,   without  limitation,  provisions  therein  whereby  a  court  order
approving indemnification will be applied for, if required.

6.3   Insurance  --  Subject  to  the limitations  contained  in  the  Act,  the
Corporation  may purchase and  maintain insurance for the  benefit of any person
referred to in Article 6.2.

6.4  No  Invalidation through  Non-compliance -- The  failure of  a Director  or
officer  of the Corporation to  comply with the provisions  of legislation or of
the notice of articles and these Articles shall not invalidate any indemnity  to
which  he or she is entitled under  this section, except to the extent otherwise
provided in the Act.

6.5  Preservation of Other  Powers -- The rights  and powers of the  Corporation
set  out in this  Section 6 are in  addition to and not  in substitution for any
other rights  and  powers regarding  indemnification,  payment of  expenses  and
insurance.

                                   SECTION 7.
                                     SHARES

7.1   Issuance -- Subject  to the provisions of the  Act and these Articles, the
Board may from time to time grant  warrants on, allot, issue, sell or  otherwise
dispose  of,  or otherwise  deal in,  the whole  or part  of the  authorized and
unissued shares  of  the Corporation,  and  previously issued  shares  that  are
subject  to re-issuance or  held by the  Corporation, whether with  par value or
without par value, at such times  and to such persons (including Directors),  in
such  manner, upon  such terms  and conditions,  and at  such price  or for such
consideration as the  Board shall determine,  provided that no  share be  issued
until it is fully paid as prescribed by the Act.

7.2    Registration of  Transfer --  Subject to  the provisions  of the  Act, no
transfer of shares  shall be  registered in  a securities  register except  upon
presentation  of  the  certificate  representing  such  shares  with  a transfer
endorsed thereon  in  the  form  provided on  the  back  thereof,  or  delivered
therewith  in a  form acceptable to  the Board  or any person  designated by the
Board for such purpose, duly executed by the registered holder or by his or  her
attorney or successor duly appointed, together with such reasonable assurance or
evidence  of signature, identification and authority to transfer, if any, as the
Board, or any person designated by the Board for such purpose, may from time  to
time  prescribe, or upon presentation of  the non transferable acknowledgment of
the right to receive a certificate, upon payment of all applicable taxes and any
fees prescribed by  the Board or  any person  designated by the  Board for  such
purpose, upon compliance with such restrictions on transfer as are authorized by
these  Articles.  Except  to  the  extent  that  the  Business  Corporations Act
otherwise provides, the transferor of shares  is deemed to remain the holder  of
the  shares until the name of the transferee is entered in a securities register
of the Corporation in respect of the  transfer. If a shareholder, or his or  her
duly  authorized attorney, signs an instrument  of transfer in respect of shares
registered in the  name of the  shareholder, the signed  instrument of  transfer
constitutes  a  complete and  sufficient authority  to  the Corporation  and its
directors, officers and agents to register the number of shares specified in the
instrument of transfer or  specified in any  other manner, or,  if no number  is
specified,  all the shares represented  by the share certificates  or set out in
the written acknowledgments deposited with the instrument of transfer:

     (a)   in the name of the person  named as transferee in that instrument  of
           transfer; or

     (b)   if  no person is named as  transferee in that instrument of transfer,
           in the name of the person on whose behalf the instrument is deposited
           for the purpose of having the transfer registered.

7.3  Transfer Agents and Registrars -- The Board may from time to time appoint a
registrar and a transfer agent to maintain the central securities register and a
branch registrar and  branch transfer  agent to maintain  any branch  securities
register  but one person may be appointed both registrar and transfer agent. The
Board may at any time terminate any such appointment.

                                       A-9
<PAGE>

7.4  Non-Recognition  -- Subject  to the provisions  of the  Act and  applicable
law,the  Corporation may treat the registered owner  of a security as the person
exclusively entitled  to vote,  to  receive notices,  to receive  any  interest,
dividend or other payments in respect of the security, and otherwise to exercise
all  the rights and powers of an  owner of the security. Neither the Corporation
nor any director, officer or agent of  the Corporation is bound to inquire  into
the title of the person named in the instrument of transfer as transferee or, if
no person is named as transferee in the instrument of transfer, of the person on
whose  behalf the instrument is deposited for the purpose of having the transfer
registered or is liable for any claim related to registering the transfer by the
shareholder or  by  any intermediate  owner  or holder  of  the shares,  of  any
interest  in the shares, of any share certificate representing such shares or of
any written acknowledgment  of a right  to obtain a  share certificate for  such
shares.

7.5    Share  Certificates  -- Subject  to  the  provisions of  the  Act  and to
requirements of any  stock exchange on  which shares of  the Corporation may  be
listed,  share certificates  and acknowledgments of  a shareholder's  right to a
share certificate, respectively, shall be in  such form as the Board shall  from
time to time approve. Any share certificate need not be under the corporate seal
but must be signed manually by a Director or officer of the Corporation or by or
on  behalf of a  registrar, branch registrar, transfer  agent or branch transfer
agent of  the  Corporation.  Any  additional  signatures  required  on  a  share
certificate   may  be  printed  or  otherwise  mechanically  reproduced  on  the
certificate.  If  a  share  certificate  contains  a  printed  or   mechanically
reproduced signature of an individual, the Corporation may issue the certificate
even  though the  individual has ceased  to be a  Director or an  officer of the
Corporation, and  the  certificate is  as  valid as  if  the individual  were  a
Director  or officer on  the date of  the issue of  the certificate. Despite the
foregoing, unless  the  Board otherwise  determines,  certificates  representing
shares in respect of which a transfer agent and/ or registrar has been appointed
shall  not be valid unless countersigned by  or on behalf of such transfer agent
and/ or registrar. Any  share certificate may  be sent through  the mail to  the
shareholder  entitled thereto, and neither the  Corporation nor any registrar or
transfer agent shall be liable for any loss occasioned to the shareholder  owing
to any such share certificate so sent being lost in the mail or stolen.

7.6   Replacement  of Share Certificates  -- The  Board or any  officer or agent
designated by the Board may in its, his or her discretion direct the issue of  a
new  share certificate or acknowledgment  in lieu of and  upon cancellation of a
share certificate  that  has been  mutilated  or  in substitution  for  a  share
certificate or acknowledgment claimed to have been lost, destroyed or wrongfully
taken if the owner:

     (a)   furnishes  the Corporation with an  indemnity bond sufficient, in the
           discretion of the Board, to protect the Corporation; and

     (b)   satisfies any other reasonable requisites imposed by the  Corporation
           from time to time, whether generally or in any particular case.

7.7    Joint Shareholders  -- If  two or  more persons  are registered  as joint
holders of any share, the Corporation shall not be bound to issue more than  one
certificate  or written acknowledgment in respect  thereof, and delivery of such
certificate or  acknowledgment  to  one  of such  persons  shall  be  sufficient
delivery to all of them. Any one of such persons may give effectual receipts for
the certificate or acknowledgment issued in respect thereof or for any dividend,
bonus,  return of capital or other money  payable or warrant issuable in respect
of such share.

7.8   Splitting  Share Certificates  --  If  a shareholder  surrenders  a  share
certificate  or acknowledgement to  the Corporation with  a written request that
the Corporation issue in the shareholder's  name two or more share  certificates
or  acknowledgements, each representing a specified  number of shares and in the
aggregate representing the  same number of  shares as the  share certificate  or
acknowledgement so surrendered, the Corporation may cancel the surrendered share
certificate  or  acknowledgement  and issue  replacement  share  certificates or
acknowledgements in accordance with that request.

7.9  Certificate Fee --  There must be paid to  the Corporation, in relation  to
the issue of any share certificate or acknowledgement under Articles 7.6 or 7.8,
the  amount,  if  any, determined  by  the  Directors or  any  officer  or agent
designated by  the Directors,  but which  must not  exceed the  amount, if  any,
prescribed under the Business Corporations Act.

7.9   Avoidance of Multiples -- The Corporation may refuse to register more than
three persons as joint holders of a share. The Corporation may refuse to issue a
certificate or acknowledgement with respect to a fraction of a share.

7.10  Deceased Shareholders -- In the event of the death of a holder, or of  one
of  the joint holders,  of any share,  the Corporation shall  not be required to
make any entry in the securities register in respect thereof or to make  payment
of

                                       A-10
<PAGE>

any  dividends thereon except  upon production of  all such documents  as may be
required by law  and upon  compliance with  the reasonable  requirements of  the
Corporation and its transfer agents.

                                   SECTION 8.
                              DIVIDENDS AND RIGHTS

8.1   Dividends  -- Subject  to the  Act and  to any  other provisions  in these
Articles from time to time,  the Board may from  time to time declare  dividends
payable  to the shareholders. Dividends may be paid by issuing fully paid shares
or warrants of the  Corporation and, subject  to the provisions  of the Act,  in
money or property.

8.2   Dividend Cheques -- A dividend payable in cash may be paid by cheque drawn
on the Corporation's  bankers or one  of them  to the order  of each  registered
owner  of shares of the class or series in respect of which it has been declared
and mailed by  prepaid ordinary mail  to such registered  owner at such  owner's
recorded  address, unless  such owner  otherwise directs.  In the  case of joint
owners the cheque  shall, unless  such joint  owners otherwise  direct, be  made
payable  to the order  of all of such  joint owners and mailed  to them at their
recorded address. The mailing  of such cheque as  aforesaid, unless the same  is
not  paid on due presentation, shall satisfy and discharge the liability for the
dividend to the extent of the sum represented thereby plus the amount of any tax
which the Corporation is required to and does withhold.

8.3  Non-Receipt  of Cheques  -- In  the event  of non-receipt  of any  dividend
cheque  by the  person to whom  it is  sent as aforesaid,  the Corporation shall
issue to such person a replacement cheque for a like amount on such terms as  to
indemnity, reimbursement of expenses and evidence of non-receipt and of title as
the  Board  may  from  time  to time  prescribe,  whether  generally  or  in any
particular case.

8.4  Record  Date of  Dividends and  Rights --  Subject to  compliance with  any
applicable  restrictions imposed by  law or the  rules or policies  of any stock
exchange on which any shares of the Corporation are listed, the Board may fix in
advance a date, preceding by not more than 2 months the date for the payment  of
any  dividend or the date for the issue  of any warrant or other evidence of the
right to subscribe for securities of the  Corporation, as a record date for  the
determination  of the persons entitled to receive payment of such dividend or to
exercise the right to subscribe for  such securities. Subject to the  provisions
of  these Articles and to compliance with any requirements imposed by law or the
rules or policies of any stock exchange  on which any shares of the  Corporation
are  listed, notice of any  such record date need not  be given. Where no record
date is fixed in advance as aforesaid, the record date for the determination  of
the persons entitled to receive payment of any dividend or to exercise the right
to subscribe for securities of the Corporation shall be at 5:00 p.m. on the date
on  which the  resolution relating  to such  dividend or  right to  subscribe is
passed by the Board.

8.5  Unclaimed Dividends  -- Any dividend  unclaimed after a  period of 6  years
from  the  date on  which the  same has  been  declared to  be payable  shall be
forfeited and shall revert to the Corporation.

8.6   Directors may  Settle Distribution  -- The  Corporation may  pay any  such
dividend in any one or more such ways or in one or more currencies, to different
shareholders  as may  be authorized  by the  Directors and  where any difficulty
arises with regard to such a distribution  the Directors may settle the same  as
they  think expedient, and in particular may  fix the value or exchange rate for
distribution of  specific assets  or currencies  or any  part thereof,  and  may
determine that cash payments or payments in different currencies in substitution
for  all  or  any  part  of  the specific  assets  or  currencies  to  which any
shareholders are otherwise  entitled shall be  made to any  shareholders on  the
basis  of the value or exchange rates so  fixed in order to adjust the rights of
all parties and may vest  any such specific assets  in trustees for the  persons
entitled to the dividend as may seem expedient to the Directors.

8.7   Receipt for Joint Owners -- If two or more persons are registered as joint
owners of any  share, any  one of  them may give  an effective  receipt for  any
dividend payable in respect of the share.

8.8    Interest and  Fractional  Currency Precluded  --  No dividend  shall bear
interest against the Corporation. Where the  dividend to which a shareholder  is
entitled  includes a fraction of  the smallest monetary unit  of the currency in
which such dividend is being paid, such fraction shall be disregarded in  making
payment thereof and such payment shall be deemed to be payment in full.

8.9   Provisions Applicable to Other Payments -- This Section 8 shall also apply
mutatis mutandis to  distributions other  than dividends payable  in respect  of
shares.

                                       A-11
<PAGE>

                                   SECTION 9.
                            MEETINGS OF SHAREHOLDERS

9.1  Annual General Meetings -- The annual general meeting of shareholders shall
be  held, subject to  the requirements of  applicable law, at  such time in each
year and,  subject to  Article  9.3, at  such place  as  the Board,  or  (unless
otherwise  specified by the Board) the chairman  of the Board, any vice chairman
or deputy  chairman of  the  Board, or  the president,  may  from time  to  time
determine,  for the purpose of considering  the financial statements and reports
required by the  Act to be  placed before the  annual general meeting,  electing
directors, appointing auditors and for the transaction of such other business as
may properly be brought before the meeting.

9.2   Special General Meetings  -- The Board shall have  power to call a special
general meeting of shareholders at any  time. Unless otherwise specified by  the
Board,  the chairman of the  Board, any Vice-chairman or  deputy chairman of the
Board or the president shall also have  power to call a special general  meeting
of shareholders at any time.

9.3   Place of Meetings -- In addition  to any location in British Columbia, any
general meeting may be held  in: Calgary, Alberta; Toronto, Ontario;  Woodstock,
Ontario;  Newmarket, Ontario; Montreal,  Quebec; Quebec City,  Quebec; St. John,
New Brunswick and St. John's, Newfoundland, as the person or persons calling the
meeting may determine  and may  be held in  any other  location outside  British
Columbia approved by a resolution of the Directors.

9.4  Notice of Meetings -- Notice of the date, time and location of each meeting
of  shareholders, and otherwise in compliance  with applicable law shall be sent
as provided in the Act and other applicable law to such persons as are  entitled
by law or under these Articles to be sent such notice from the Corporation.

9.5   Document Availability -- Except as  otherwise provided by the Act or other
applicable law, where any  business at a  general meeting includes  considering,
approving,  ratifying,  adopting or  authorizing any  document or  the execution
thereof or the giving of effect thereto, the notice convening the meeting shall,
with respect to such  document, be sufficient  if it states that  a copy of  the
document  or  proposed  document  is  or will  be  available  for  inspection by
shareholders at the registered office or records office of the Corporation or at
some other  place in  British Columbia  designated in  the notice  during  usual
business  hours up to the date of such general meeting or by such other means as
the Directors may determine, including Internet or e-mail transmission.

9.6   Record  Date for  Notice  -- Subject  to  compliance with  any  applicable
restrictions  imposed by law or  the rules or policies  of any stock exchange on
which any shares of the Corporation are  listed, the Board may fix in advance  a
date,  preceding the  date of  any meeting  of shareholders  by not  more than 2
months (except for  a requisitioned meeting)  and not less  than the  prescribed
number  of days,  as a  record date  for the  determination of  the shareholders
entitled to notice of  the meeting. If  no record date is  so fixed, the  record
date for the determination of the shareholders entitled to notice of the meeting
shall  be 5 p.m. on the day immediately preceding the first date on which notice
is sent.

9.7   Chairman, Secretary  and Scrutineers  -- The  chairman of  any meeting  of
shareholders shall, unless the Board otherwise specifies, be the chairman of the
Board,  if any, or in his or her absence, or upon his or her declining to act, a
vice chairman or deputy chairman of the Board, if any, or in the absence of  any
vice  or deputy chairman of the Board, or  upon all such vice or deputy chairmen
present declining to act,  the president of  the Corporation, or  in his or  her
absence  or  upon  his  or  her  declining  to  act,  a  vice  president  of the
Corporation, if any, who is a shareholder. If no such officer is present  within
15  minutes from the  time fixed for  holding the meeting  the Directors present
shall choose one of their number to be chairman or if all the Directors  present
decline  to take  the chair  or shall  fail to  so choose  or if  no Director be
present, the shareholders present and entitled to vote shall choose one of their
number to be chairman. If the secretary of the Corporation is absent or declines
to act, the chairman of the meeting shall appoint some person, who need not be a
shareholder, to  act  as secretary  of  the meeting.  If  desired, one  or  more
scrutineers,  who need not be shareholders, may  be appointed by a resolution or
by the chairman with the consent of the meeting.

9.8  Persons Entitled to be Present  -- The only persons entitled to be  present
at  a meeting of shareholders shall be those entitled to vote thereat including,
without limitation, their duly appointed proxyholders and other  representatives
entitled  to vote  on their behalf,  the Directors, the  secretary, an assistant
secretary, any lawyer for the Company, the auditors and others who, although not
entitled to vote, are  entitled or required  under any provision  of the Act  or
Articles  to be present at the meeting. Any other person may be admitted only on
the invitation  of the  chairman  of the  meeting or  with  the consent  of  the
meeting.

9.9   Quorum  -- A  quorum for  the transaction  of business  at any  meeting of
shareholders shall be the  lesser of the number  of shareholders or two  persons
present  in person, each being a  shareholder or representative entitled to vote
thereat or a duly appointed proxyholder for a shareholder so entitled (and  each
holding or representing by proxy not
                                       A-12
<PAGE>

less  than one of the outstanding shares of the Corporation entitled to be voted
at the meeting).  If a  quorum is  present at the  opening of  the meeting,  the
shareholders  present in person or by proxy may proceed with the business of the
meeting even if a quorum is not present throughout the meeting.

9.10   Record Date  for Voting  --  Subject to  compliance with  any  applicable
restrictions  imposed by law or  the rules or policies  of any stock exchange on
which any shares of the Corporation  are listed, for the purpose of  determining
shareholders entitled to vote at a meeting of shareholders, the Board may fix in
advance  a date as the  record date for such  determination of shareholders, but
the record  date  shall  not  precede  by more  than  2  months  (except  for  a
requisitioned  meeting) or by less  than the prescribed number  of days from the
date on  which  the meeting  is  to be  held.  Subject to  the  requirements  of
applicable  legislation, if no record date is  so fixed, the record date for the
determination of the  shareholders entitled to  vote at the  meeting shall be  5
p.m. on the day immediately preceding the meeting.

9.11  Proxies -- Every shareholder entitled to vote at a meeting of shareholders
may  appoint a proxyholder, or one or  more alternate proxyholders, who need not
be shareholders, to  attend and  act at  the meeting in  the manner  and to  the
extent  authorized and with the authority conferred  by the proxy. A proxy shall
be in writing or  in a functionally equivalent  electronic form executed by  the
shareholder  or the shareholder's attorney and in such form as may be prescribed
from time to time  by the Board (or  in such other form  as the chairman of  the
meeting  may accept) and that complies with all applicable laws and regulations.
A proxy may be revoked

     (i)   by an instrument in writing; or

     (ii)   by a subsequent proxy executed by the shareholder giving the same or
            by  his  or  her  attorney  authorized  in  writing  or,  where  the
            shareholder  is  a  corporation,  by a  duly  authorized  officer or
            attorney of the corporation and  delivered either at the  registered
            office  of  the  Corporation no  later  than  4:30 p.m.  on  the day
            preceding the meeting, or at the meeting or any adjournment  thereof
            to  the chairman  or scrutineer  of the  meeting before  any vote in
            respect of which the proxy is to be used shall have been taken; or

     (iii)  by the shareholder giving the  same attending the meeting in  person
            and participating in any vote or ballot; or

     (iv)  in any other manner provided by law.

9.12  Time for Deposit of Proxies -- The Board may specify in a notice calling a
meeting  of shareholders, a time before which proxies to be used at such meeting
must be deposited. A  proxy shall be acted  upon only if, prior  to the time  so
specified,  it shall have  been deposited with the  Corporation or agent thereof
specified in such notice or, if no such time is specified in such notice, it has
been received by the  Corporation prior to  4:30 p.m. on  the day preceding  the
meeting.

9.13   Joint Shareholders -- If two or more persons hold shares jointly, any one
of them present in person or represented  by proxy at a meeting of  shareholders
may,  in the absence of the other or others, vote the shares, but if two or more
of those persons are present  in person or represented  by proxy and vote,  they
shall vote as one on the shares jointly held by them.

9.14   Motions -- No  motion proposed at a general  meeting need be seconded and
the chairman may propose or second a motion.

9.15  Votes to Govern  -- At any meeting  of shareholders every question  shall,
unless  otherwise  required by  the Articles  or  by law,  be determined  by the
majority of the  votes cast on  the question. In  case of an  equality of  votes
either  upon a show of hands (or its  functional equivalent) or upon a poll, the
chairman of the meeting shall be entitled to a second or casting vote.

9.16   Show of  Hands --  Any question  at a  meeting of  shareholders shall  be
decided  by a show of hands  or the functional equivalent of  a show of hands by
means of electronic, telephonic or  other communication facility, unless a  poll
thereon  is required  or demanded as  provided in  Article 9.17. Upon  a show of
hands (or its functional equivalent) every person who is present and entitled to
vote shall have one vote.  Whenever a vote by show  of hands (or its  functional
equivalent)  shall have been taken upon a  question, unless a poll thereon is so
required or demanded, a declaration by the chairman of the meeting that the vote
upon the question is carried by the necessary majority or defeated is conclusive
evidence of the  fact without proof  of the  number or proportion  of the  votes
recorded  in favour of or against the  resolution or other proceeding in respect
of said question, and the result of the  vote so taken shall be the decision  of
the shareholders upon said question.

9.17   Ballots  -- On any  question proposed  for consideration at  a meeting of
shareholders except the appointment of a  chair for the meeting, and whether  or
not  a show of hands (or its  functional equivalent) has been taken thereon, any
                                       A-13
<PAGE>

shareholder or proxyholder entitled to vote at the meeting may require or demand
a poll. A poll must, if so demanded, be demanded promptly after the  declaration
of  the  results  of  a  vote  taken by  a  show  of  hands  (or  its functional
equivalent). A poll so required  or demanded shall be  taken in such manner  and
(except  for  a  poll  on  a  question  of  adjournment  which  shall  be  taken
immediately) at such  time and place  (including following the  meeting) as  the
chairman  of  the  meeting  shall  direct  or  as  provided  by  the electronic,
telephonic or other communication facility through which votes may be cast.  The
demand  for a poll does  not, unless the chair of  the meeting so rules, prevent
the continuation of a meeting for the transaction of any business other than the
question on which the poll has been demanded. A requirement or demand for a poll
may be withdrawn  at any time  prior to  the taking of  the poll. If  a poll  is
taken,  each person present  shall be entitled,  in respect of  the shares which
that person is entitled to vote at the meeting upon the question, to that number
of votes provided by the Act or the Articles (and a shareholder entitled to more
than one vote need not cast  all the votes in the  same way), and the result  of
the  poll so taken shall be the decision of the shareholders upon said question.
In the case of any dispute as to the admission or rejection of a vote given on a
poll, the  chairman of  the meeting  must determine  the same,  and his  or  her
determination is final and conclusive.

9.18   Electronic Meetings and Voting --  The Board may determine that a meeting
of shareholders shall be held entirely  by means of a telephonic, electronic  or
other  communication facility that permits  all participants to communicate with
each other during  the meeting,  and any vote  at that  meeting of  shareholders
shall  be held entirely  by means of  that communication facility.  A meeting of
shareholders may also be held  at which some, but  not all, persons entitled  to
attend  may participate and vote  by means of such  a communication facility, if
the Board determines to make one available. A person participating in a  meeting
by  such means is deemed to be present at  the meeting. Any vote at a meeting of
shareholders may be also held entirely  by means of a telephonic, electronic  or
other  communication facility,  if the Board  determines to  make one available,
even if none  of the persons  entitled to attend  otherwise participates in  the
meeting  by means  of a  communication facility.  For the  purpose of  voting, a
communication facility that is made available by the Corporation must enable the
votes to be gathered in a manner that adequately discloses the intentions of the
shareholders and permits  a proper tally  of the  votes to be  presented to  the
Corporation.  The instructing  of proxyholders  may be  carried out  by means of
telephonic, electronic  or other  communication facility  in addition  to or  in
substitution for instructing proxyholders by mail.

9.19   Adjournment  -- If  within half  an hour  from the  time appointed  for a
general meeting  a quorum  is not  present, the  meeting, if  convened upon  the
requisition  of shareholders,  shall be  dissolved. In  any other  case it shall
stand adjourned to the same day in the next week, at the same time and  location
or to such other date, other time or other location as the chairman specifies on
the adjournment, and, if at the adjourned meeting a quorum is not present within
half  an hour  from the time  appointed for  the meeting, the  person or persons
present and  being, or  representing  by proxy,  a shareholder  or  shareholders
entitled  to attend and vote at the meeting shall be a quorum. The chairman at a
meeting may and shall, if so directed  by the meeting, adjourn the meeting  from
time to time and from place to place, but no business shall be transacted at any
adjourned  meeting other than  the business left unfinished  at the meeting from
which the adjournment took  place. If any meeting  of shareholders is  adjourned
for less than 30 days, it shall not be necessary to give notice of the adjourned
meeting,  other than by announcement at  the earliest meeting that is adjourned.
If a meeting of  shareholders is adjourned  by one or  more adjournments for  an
aggregate  of 30 days or more, notice of the adjourned meeting shall be given as
for an original meeting.

9.20  Ordinary Resolution  as the Default Mode  -- Unless otherwise provided  in
the  Act, these Articles or  other provisions of applicable  law or the rules of
any stock exchange on which any shares of the Corporation are listed, any action
to be taken  by a resolution  of the shareholders  may be taken  by an  ordinary
resolution.

9.21   Only one Shareholder -- Where the  Corporation has only one holder of any
class or  series  of shares,  the  shareholder present  in  person or  by  proxy
constitutes a meeting.

                                  SECTION 10.
                           DIVISIONS AND DEPARTMENTS

10.1    Creation and  Consolidation  of Divisions  --  The Board  may  cause the
business and operations of the Corporation or any part thereof to be divided  or
to  be segregated into one of more  divisions upon such basis, including without
limitation, character  or type  of  operation, geographical  territory,  product
manufactured  or service rendered, as the Board may consider appropriate in each
case. The Board may also cause the business and operations of any such  division
to be further divided into sub-units and the business and operations of any such
divisions  or sub-units  to be  consolidated upon  such basis  as the  Board may
consider appropriate in each case.

                                       A-14
<PAGE>

10.2   Name of  Division  -- Subject  to applicable  law,  any division  or  its
sub-units  may be designated  by such names as  the Board may  from time to time
determine and may transact business under  such name subject to any  limitations
imposed by the Act or any applicable law.

10.3   Officers of Divisions -- From time to time the Board or, if authorized by
the Board, the chief executive officer, may appoint one or more officers for any
division, prescribe their powers and duties and settle their terms of employment
and remuneration. The Board or, if authorized by the Board, the chief  executive
officer,  may remove  at its or  his or  her pleasure any  officer so appointed,
without prejudice  to  such  officer's rights  under  any  employment  contract.
Officers  of divisions or their sub-units shall not, as such, be officers of the
Corporation.

                                  SECTION 11.
                                    NOTICES

11.1   Method of  Giving Notice  -- Subject  to the  requirements of  any  other
applicable  law, any notice (which term includes any communication or record) or
other document required  or permitted  to be  given (which  term includes  sent,
delivered  or  served) pursuant  to  the Act,  the  Articles or  otherwise  to a
shareholder, beneficial owner of shares, Director, officer, auditor or member of
a committee of the Board shall be sufficiently given if delivered personally  to
the  person to whom it is  to be given or if  delivered to the person's recorded
address or if transmitted to the person via facsimile or e-mail at the  person's
recorded  address (so long as such record contains, respectively a fax number or
e-mail address) or if mailed  to the person at  his recorded address by  prepaid
ordinary  or registered mail. A notice so delivered shall be deemed to have been
given and received when it is  delivered personally. A notice so transmitted  by
fax  shall be deemed to have been given when it is transmitted and received when
it enters the facsimile device operating on the fax number specified in the said
recorded address as aforesaid. A notice so transmitted by e-mail shall be deemed
to have been given  when it is  transmitted and received when  it enters a  mail
server  or similar device identified by the e-mail address specified in the said
recorded address as aforesaid. A notice so  mailed shall be deemed to have  been
given  when deposited in a post office or  public letter box and received on the
day, Saturdays  and  holidays  excepted,  following the  date  of  mailing.  The
secretary or other person designated by the Board or the chief executive officer
for  such purposes may change or cause to be changed the recorded address of any
shareholder, beneficial owner of shares, Director, officer, auditor or member of
a committee of  the Board  in accordance with  any information  believed by  the
secretary or such designated person to be reliable.

11.2   Additional Electronic Delivery -- In addition, provided the addressee has
consented  in  writing  or  electronically,  the  Corporation  may  satisfy  the
requirement  to send any notice or other document referred to in Article 11.1 by
creating and  providing  an  electronic  document that  is  posted  on  or  made
available  through a generally accessible  electronic source, when the addressee
receives notice in writing,  including facsimile transmission,  or by e-mail  of
the availability and location of that electronic document.

11.3   Notice to Joint Shareholders -- If  two or more persons are registered as
joint holders of any share, any notice  shall be addressed to all of such  joint
holders  but notice to one of such persons  shall be sufficient notice to all of
them.

11.4  Computation of Time -- Except  as otherwise required by law, in  computing
the  date  when notice  must  be given  under  any provision  in  these Articles
requiring a specified number of days' notice of any meeting or other event,  the
date of giving the notice shall be excluded and the date of the meeting or other
event shall be included.

11.5    Undelivered  Notices  --  If  any  two  successive  notices  given  to a
shareholder pursuant to this Section are returned, the Corporation shall not  be
required  to give any further notices to such shareholder until such shareholder
informs the Corporation in writing of such shareholder's new address.

11.6  Omissions and Errors -- The accidental omission to give any notice to  any
shareholder, beneficial owner of shares, Director, officer, auditor or member of
a  committee of the Board or the non-receipt of any notice by any such person or
any error in any notice not affecting the substance thereof shall not invalidate
any action  taken at  any meeting  held  pursuant to  such notice  or  otherwise
founded thereon.

11.7   Persons  Entitled by Death  or Operation of  Law -- Every  person who, by
operation  of  law,  transfer,  death  of  a  shareholder  or  any  other  means
whatsoever,  shall become entitled to any share,  shall be bound by every notice
in respect of such  share which shall  have been duly  given to the  shareholder
from  whom such person derives  title to such share  prior to such person's name
and address being entered  on the securities register  (whether such notice  was
given  before or after the happening of  the event upon which such person became
so entitled) and prior to such person's furnishing to the Corporation the  proof
of authority or evidence of such person's entitlement prescribed by the Act.

                                       A-15
<PAGE>

11.8   Waiver of Notice -- Any shareholder (or such shareholder's duly appointed
proxyholder), beneficial owner of shares,  Director, officer, auditor or  member
of  a committee of the Board may at any time waive the sending of any notice, or
waive or abridge the time  for any notice, required to  be given to that  person
under  any provision of  the Act, the  Articles or otherwise  and such waiver or
abridgement shall cure any default in the giving or in the time of such  notice,
as  the case may be. Any such waiver or  abridgement shall be in writing or in a
functionally equivalent  electronic  form, except  a  waiver or  abridgement  of
notice  of a meeting of shareholders  or of the Board which  may be given in any
manner.

                                  SECTION 12.
                   ALTERATION OF AUTHORIZED SHARE STRUCTURE,
                    SHARES, NOTICE OF ARTICLES AND ARTICLES

12.1  Altering Authorized Share Structure -- The type of resolution required  to
effect  a  change  in  authorized share  structure  as  contemplated  by Section
54(3)(c)(i) of the Act, as from time to time amended, varied or replaced, is  an
ordinary resolution.

12.2   Altering  Special Rights  and Restrictions  -- The  type of shareholders'
resolution required to effect the creation, attachment, variation or deletion of
special rights and  restrictions contemplated by  Section 58(2) of  the Act,  as
from time to time amended, varied or replaced, is an ordinary resolution.

12.3    Altering  Series  where  Shares  Issued  --  The  type  of shareholders'
resolution required to effect the alterations, determinations or  authorizations
in  relation to a series of shares of which there are issued shares contemplated
by Section  60(1)(b)  of the  Act,  as from  time  to time  amended,  varied  or
replaced, is an ordinary resolution.

12.4   Altering Notice of  Articles -- The type  of resolution required to alter
the Company's notice of articles as contemplated by Section 257(2)(b)(ii) of the
Act, as  from  time  to  time  amended,  varied  or  replaced,  is  an  ordinary
resolution.

12.5    Altering  Articles --  The  type  of resolution  required  to  alter the
Company's Articles, pursuant to  Section 259(1)(b) of the  Act, as from time  to
time amended, varied or replaced, is an ordinary resolution.

12.6   Procedure at Meetings of Shareholders  of a Particular Class or Series --
Unless these  Articles  otherwise  provide, the  provisions  of  these  Articles
relating  to general meetings shall apply, with  the necessary changes so far as
they are applicable,  to a class  meeting of shareholders  holding a  particular
class or series of shares.

                                  SECTION 13.
                         PURCHASE, REDEMPTION AND OTHER
                             ACQUISITION OF SHARES

13.1  Purchase, Redemption or Other Acquisition -- Subject to the special rights
and  restrictions  attached  to any  class  of  shares, the  Company  may,  by a
resolution of  the  Directors  and  in compliance  with  the  Act,  purchase  or
otherwise acquire any of its shares at the price and upon the terms specified in
such resolution or redeem any class of its shares in accordance with the special
rights  and restrictions  attached thereto.  If stipulated  by the  Act, no such
purchase, acquisition  or  redemption  shall  be  made  if  the  Corporation  is
insolvent  at the time of the proposed purchase, acquisition or redemption or if
the proposed purchase,  acquisition or redemption  would render the  Corporation
insolvent.

13.2   Less  than all  Shares -- If  the Corporation  proposes at  its option to
purchase or otherwise acquire or  redeem some but not all  of the shares of  any
class,  the  Directors  may,  subject to  the  special  rights  and restrictions
attached to such class of  shares, decide the manner in  which the shares to  be
purchased  or otherwise  acquired or  redeemed shall be  selected and  it is not
necessary to purchase or otherwise acquire  or redeem the shares rateably  among
every  shareholder who holds  shares of the  class of shares  to be purchased or
otherwise acquired or redeemed.

                                  SECTION 14.
                                BORROWING POWERS

14.1  Borrowing,  Financial Assistance and  Security -- The  Directors may  from
time to time on behalf of the Corporation

     (i)   borrow  money in such manner and  amount, on such security, from such
           sources and upon such terms and conditions as they think fit;

                                       A-16
<PAGE>

     (ii)   provide guarantees, indemnities and other financial assistance;

     (iii)  issue bonds, debentures and  other debt obligations either  outright
            or as security for any liability or obligation of the Corporation or
            any other person; and

     (iv)  mortgage,  charge,  whether by  way of  specific or  floating charge,
           grant  a  security  interest  in,  or  give  other  security  on  the
           undertaking,  or on the whole or any part of the property and assets,
           of the Corporation (both present and future).

14.2   Terms  of  Debt  Instruments  -- Any  bonds,  debentures  or  other  debt
obligations  of  the  Corporation  may  be  issued  at  a  discount,  premium or
otherwise, and with any special privileges as to redemption, surrender, drawing,
allotment of or  conversion into  or exchange  for shares  or other  securities,
attending  and voting  at general  meetings of  the Corporation,  appointment of
Directors or  otherwise and  may by  their  terms be  assignable free  from  any
equities  between the Corporation and the person to whom they were issued or any
subsequent holder thereof, all as the Directors may determine.

14.3   Delegation by  Directors --  For  greater certainty,  the powers  of  the
Directors  under  this Section  14  may be  exercised  by a  committee  or other
delegate, direct or indirect, of the Board authorized to exercise such powers.

14.4  Special Corporations Powers Act -- The powers conferred under this Section
14 shall be deemed to include the powers conferred on a company by Division  VII
of  the  Special  Corporations Powers  Act  being  chapter P-16  of  the Revised
Statutes of Quebec, 1988, and every statutory provision that may be  substituted
therefor or for any provision therein.

                                  SECTION 15.
                            RESERVED FOR FUTURE USE

                                  SECTION 16.
                            RESERVED FOR FUTURE USE

                                  SECTION 17.
                            RESERVED FOR FUTURE USE

                                  SECTION 18.
                            RESERVED FOR FUTURE USE

                                  SECTION 19.
                            RESERVED FOR FUTURE USE

                                  SECTION 20.
                            RESERVED FOR FUTURE USE

                                  SECTION 21.
                            RESERVED FOR FUTURE USE

                                  SECTION 22.
                            RESERVED FOR FUTURE USE

                                  SECTION 23.
                            RESERVED FOR FUTURE USE

                                  SECTION 24.
                            RESERVED FOR FUTURE USE

                                  SECTION 25.
            RESTRICTIONS ON THE ISSUE, TRANSFER AND VOTING OF SHARES

25.1  INTERPRETATION:  Where used in this Section 25;

     "Associate"   means  an  associate  as   defined  in  the  Canada  Business
Corporations Act, RSC 1985, c.C-44 and amendments thereto and includes  persons,
firms,  associations, corporations,  partnerships and  other entities  acting in
concert with the person with respect to whom the term "Associate" is relevant.

                                       A-17
<PAGE>

     "Canadian" means:

     (i)   a resident Canadian citizen;

     (ii)   a partnership  of  which  a  majority of  the  members  is  resident
            Canadian  citizens and in which interests representing in value more
            than fifty (50%)  per cent  of the  total value  of the  partnership
            property are owned by resident Canadian citizens;

     (iii)  a trust:

        (a)   a majority of the trustees of which is resident Canadian citizens;
              and

        (b)   in  which  beneficial interests  representing  in value  more than
              fifty (50%) percent of the total  value of the trust property  are
              owned by resident Canadian citizens;

     (iv)  Her  Majesty in  right of  Canada or  of a  province or  territory of
           Canada or a municipal  corporation or public  board or commission  in
           Canada; and

     (v)   a body corporate

        (a)   incorporated under the laws of Canada or a province;

        (b)   of  which  a  majority  of  the  directors  are  resident Canadian
              citizens; and

        (c)   of which more than fifty (50%)  per cent of the voting shares  are
              beneficially owned or over which control or direction is exercised
              by Canadians.

     "Controlled" means controlled in any manner that results in control in fact
whether  directly through the ownership of shares or indirectly through a trust,
a contract, the ownership of shares of any other body corporate or otherwise.

     "Direction" means  the  Direction  to  the  Canadian  Radio-television  and
Telecommunications  Commission  respecting the  eligibility of  certain Canadian
corporations to  hold a  broadcasting licence,  Order-in-Council SOR/69-590,  as
amended or replaced from time to time.

     "Licence"  means a licence, permit, franchise  or other authority issued or
granted by a governmental authority required  to operate or carry on a  business
or to operate any equipment or device required to carry on a business.

     "Mobile  Communications  Services"  means  communications  services,  where
either the terminal from which the  communication originated or the terminal  on
which  the communication  was ultimately received,  or both  such terminals, are
mobile  radio   communications  devices   (including,  in   each  case,   mobile
communications devices that are being used in a fixed mode) and include, but are
not  limited  to,  cellular  telephone services,  paging  and  mobile voice/data
services  and  the  provision  of  and/or  operation  of  local  area   personal
communications networks.

     "Non-Voting Share" means a share of the Company which does not carry voting
rights in all circumstances.

     "Restricted  Class" means  the class  or description  of persons  and their
Associates whose significant or controlling interest in the shares or in certain
classes of shares  of the  Company is  likely to  preclude the  Company, or  any
corporation  in which the Company has a  direct or indirect interest through the
holding of shares in that or other corporations, from being qualified to hold or
obtain any  Licence  pursuant to  any  Telecommunications Legislation  or  other
Licence  required in order to carry  on any Telecommunications Business or would
cause the Company or any corporation in which the Company has an interest to  be
in  breach  of  any Telecommunications  Legislation  or  the terms  of  any such
Licence.

     "person" includes an individual, firm, corporation, association, trust  and
any other entity.

     "Telecommunications   Business"  means,  at  any   time,  any  business  of
providing, or  any  business  which includes  the  provision  of  communications
services  by  means of  signals  transmitted through  any  free space  or guided
transmission medium or  any combination thereof  including, without  limitation,
over  the air, or  by coaxial cable, ordinary  wire or fibre  optic cable or any
combination thereof,  in which  the Company,  or any  corporation in  which  the
Company  has a direct or indirect interest through the holding of shares in that
or other  corporations,  is then  engaged  or  is then  actively  considering  a
proposal  to  engage  and  includes,  without  limiting  the  generality  of the
foregoing,  a  cable  television  business,  a  business  providing  any  Mobile
Communications Services and any radio or television broadcasting businesses.

                                       A-18
<PAGE>

     "Telecommunications  Legislation" means any  law, statute, act, regulation,
ordinance, order-in-council or other rule promulgated by any federal, provincial
or municipal  governmental  body  or  authority having  or  purporting  to  have
jurisdiction,  including, without limitation, any parliament, legislature, privy
council,  cabinet,  cabinet  minister   or  government  department,   government
commission,   government   board  or   government   council,  relating   to  any
Telecommunications Business or which imposes  a requirement to obtain a  Licence
in  order to enable the  Company, or any corporation in  which the Company has a
direct or  indirect interest  through the  holding of  shares in  that or  other
corporations,  to carry on any Telecommunications Business and includes, without
limiting the generality  of the  foregoing, the Broadcasting  Act (Canada),  the
Direction,  the Canadian Radio-television  and Telecommunications Commission Act
(Canada), the Radiocommunications Act (Canada), the Railway Act (Canada) and the
National Telecommunications Powers  and Procedures Act  (Canada), as amended  or
replaced from time to time.

     "Shares"  means Voting Shares and Non-Voting Shares and any other shares of
the Company.

     "Voting Share" means a share of  the Company carrying voting rights in  all
circumstances  or by reason of the occurrence  of an event that has occurred and
that is continuing, and  includes a security currently  convertible into such  a
share  and currently exercisable options and rights to acquire a share or such a
convertible security.

25.2  VOTING SHARES:  The power of the Company to issue any of its Voting Shares
(including Class A Voting shares) and the right of the holder of any such  share
to transfer or vote the same shall be restricted as follows:

25.2.1  GENERAL VOTING SHARE RESTRICTED SHARE PROVISIONS

     The  power of the Company  to issue any Voting Shares  and the right of any
holder of Voting Shares to  transfer or vote such  shares, is restricted in  the
manner hereinafter set out, for the purposes of ensuring that the Company or any
corporation  in which the Company has a  direct or indirect interest through the
holding of shares  in that or  other corporations remains  qualified to hold  or
obtain  any  Licence pursuant  to  any Telecommunications  Legislation  or other
Licence required  in  order to  carry  on any  Telecommunications  Business  and
ensuring  that the Company or  any corporation in which  the Company has such an
interest is not in breach of any Telecommunications Legislation or the terms  of
any  Licence held by the Company or  such corporation required in order to carry
on a Telecommunications Business.

25.2.2  REFUSAL TO REGISTER TRANSFERS

     (i)   Notwithstanding anything herein otherwise provided, the Directors  of
           the  Company shall refuse to register a transfer of any Voting Shares
           of the  Company  if  the  transfer  would,  in  the  opinion  of  the
           Directors, jeopardize the purposes stated in Article 25.2.1 for which
           the transfer, voting and issue of Voting Shares are restricted.

     (ii)   Without  limiting the generality of Subarticle 25.2.2(i), so long as
            any Telecommunications Legislation shall:

        (A)  prohibit the  issue  of any  Licence  to  the Company,  or  to  any
             corporation  in which the Company has a direct or indirect interest
             through the holding of shares in that or other corporations; or

        (B)  prohibit the retention or renewal of or result in the  cancellation
             of  any Licence held by the Company,  or held by any corporation in
             which the Company  has a  direct or indirect  interest through  the
             holding of shares in that or other corporations;

        required in order to carry on any Telecommunications Business (or if any
        terms  or conditions of any  Licences required in order  to carry on any
        Telecommunications  Business  held  by  the  Company,  or  held  by  any
        corporation  in  which the  Company has  a  direct or  indirect interest
        through the holding of  shares in that or  other corporations, would  be
        breached)  if  shares  to  which  are  attached  more  than  a specified
        percentage of the  voting rights attached  to all Voting  Shares of  the
        Company  are  held by  persons  who are  members  of a  Restricted Class
        constituted under  such  Legislation (or  Licence),  a maximum  of  such
        specified  percentage (or if such  Legislation or Licences shall contain
        more than one such provision, a maximum of the lowest such percentage so
        specified) of  Voting Shares  may be  held in  the aggregate  by or  for
        members of the Restricted Class at any relevant time ("Maximum Aggregate
        Holdings")  and the Directors of the  Company shall refuse to register a
        transfer of any Voting Shares if:

        (a)   the total number of Voting Shares held by or on behalf of  persons
              in the Restricted Class exceeds the Maximum Aggregate Holdings and
              the transfer is to one or more persons in the Restricted Class; or

                                       A-19
<PAGE>

        (b)   the  total number of Voting Shares held by or on behalf of persons
              in the  Restricted Class  does not  exceed the  Maximum  Aggregate
              Holdings  but  the transfer  would result  in  the number  of such
              shares held  by  persons in  the  Restricted Class  exceeding  the
              Maximum Aggregate Holdings.

     (iii)  Without  limiting the generality of  Subarticles 25.2.2(i) and (ii),
            so   long   as   the   Direction   shall   prohibit   the   Canadian
            Radio-television  and Telecommunications  Commission from  issuing a
            Licence under  the  Broadcasting  Act  to the  Company  (or  to  any
            corporation  in which the Company has  a direct or indirect interest
            through the  holding of  shares in  that or  other corporations)  or
            renewing any such Licence held by the Company (or by any corporation
            in  which the Company has a  direct or indirect interest through the
            holding of shares in  that or other corporations)  if the number  of
            votes  attached to Voting  Shares of the Company  held by members of
            the Restricted  Class  under  the Direction  exceeds  20%  (or  some
            different  specified  percentage)  of  the  aggregate  voting rights
            attached to all Voting Shares of the Company, Voting Shares to which
            are  attached  a  maximum  of  20%  (or  such  different   specified
            percentage)  of the  voting rights  attached to  all the  issued and
            outstanding Voting  Shares  of  the  Company  may  be  held  in  the
            aggregate by or for persons who are members of such Restricted Class
            at any relevant time.

     (iv)  Without   limiting  the  generality   of  Subarticle  25.2.2(i),  the
           Directors of the  Company may refuse  to register a  transfer of  any
           Voting Shares of the Company if such transfer could require the prior
           approval  of  the  Canadian  Radio-television  and Telecommunications
           Commission or  any other  governmental body  or authority  having  or
           purporting to have jurisdiction.

25.2.3  REFUSAL TO ALLOT OR ISSUE

     (i)   The  Directors of the Company shall not allot or issue a Voting Share
           of the Company to a person  in the Restricted Class in  circumstances
           where  the  Directors would  be required  under Subarticle  25.2.2 to
           refuse to register a transfer of such a share to such person.

     (ii)   For the  purposes of  Subarticle  (i), the  Directors may  count  as
            issued  shares  any  Voting  Shares that  the  Company  is currently
            offering to its shareholders or prospective shareholders.

25.2.4  REFUSAL TO PERMIT VOTE

     Whenever in the opinion  of the Directors of  the Company, the purposes  as
stated  in Article 25.2.1 for which the transfer, voting and issue of the Voting
Shares are restricted would be jeopardized by the exercise of the voting  rights
attached  to Voting  Shares held by  or on  behalf of persons  in the Restricted
Class, the Directors may by resolution at any time and from time to time  direct
that  no person may exercise the voting rights attached to Voting Shares held by
or on behalf of one or more persons in the Restricted Class.

25.2.5   MATTERS WHICH  DIRECTORS CAN  CONSIDER IN  EXERCISING THEIR  POWERS  IN
RESPECT OF VOTING SHARES

     In  considering whether  the transfer,  voting or  issue of  a voting share
would, in  the opinion  of  the Directors,  jeopardize  the purposes  stated  in
Article  25.2.1 for which  the transfer, voting  and issue of  voting shares are
restricted and  in exercising  their powers  under Articles  25.2.2, 25.2.3  and
25.2.4,  the Directors  may have regard,  among other things,  to the likelihood
that outstanding rights to purchase any shares of the Company might be exercised
by persons who are members of the  Restricted Class, and to the likelihood  that
shares  of the Company registered in the name  of persons who are not members of
the Restricted Class are in fact  beneficially owned by persons who are  members
of the Restricted Class.

25.2.6  RULES

     (i)   The  Directors of the  Company may from  time to time  make, amend or
           repeal  any  rules  required  to  administer  the  restricted   share
           provisions  set  out  in  this  Article  25.2  and  in  Article 25.3,
           including, without limitation, rules:

        (a)   to require any person in  whose name Voting Shares are  registered
              to  furnish a statutory declaration  under the Canada Evidence Act
              declaring whether:

            (A)  the shareholder is the  beneficial owner of  the shares of  the
                 Company  or  holds  them  for a  beneficial  owner  and  if so,
                 identifying the beneficial owner;

            (B)  the shareholder or beneficial owner  of shares is an  Associate
                 of  any  other shareholder  and  if so,  identifying  the other
                 shareholder or beneficial owner;

                                       A-20
<PAGE>

            (C)  the shareholder or beneficial owner is a Canadian; and

            (D)  the shareholder  is subject  to any  arrangement requiring  the
                 shareholder to act in concert with respect to the shareholder's
                 interest   in  the  Company  with   any  other  shareholder  or
                 beneficial owner of  shares and  if so,  identifying the  other
                 shareholder  or beneficial owner  and disclosing particulars of
                 the arrangement, and declaring any  further or other facts  the
                 Directors  consider  relevant including,  without  limiting the
                 generality of the  foregoing, whether or  not a body  corporate
                 which  is a  shareholder or  which is  the beneficial  owner of
                 shares is an eligible  Canadian corporation within the  meaning
                 of  the  Direction or  any other  applicable Telecommunications
                 Legislation;

        (b)   to require any person seeking to have a transfer of a Voting Share
              registered in that person's name or to have a Voting Share  issued
              to that person to furnish a declaration similar to the declaration
              a  shareholder may be required  to furnish under paragraph (i)(a);
              and

        (c)   to determine the circumstances in which declarations are required,
              their form, content and the times when they are to be furnished.

     (ii)   Where a person is  required to furnish a  declaration pursuant to  a
            rule made under Subarticle (i), the Directors may refuse to register
            a  transfer of a  Voting Share to  that person or  to issue a Voting
            Share to  that  person  until  that  person  has  furnished  such  a
            declaration  and such  person shall not  be entitled to  vote at any
            meeting of Shareholders held thereafter unless that person  provides
            such  declaration forty-eight (48) hours prior  to the date and time
            of any such meeting.

     (iii)  In administering  these  provisions,  the  Directors,  any  officer,
            employee or agent of the Company may rely upon:

        (a)   a  statement made in a  declaration furnished under Subarticle (i)
              or (ii); and

        (b)   the knowledge of such Directors or any officer, employee or agent,

        and the Company, its Directors,  officers, employees and agents are  not
        liable  for anything done or  omitted by them in  good faith in reliance
        upon such statements or knowledge.

     (iv)  Where the Directors  are required  to determine the  total number  of
           Voting  Shares of the Company held by or on behalf of persons who are
           members of  the Restricted  Class, the  Directors may  calculate  the
           number of such shares as the total of:

        (a)   the  Voting Shares held by  every shareholder whose latest address
              as shown in the securities register is outside Canada; and

        (b)   the Voting Shares held by  every shareholder whose latest  address
              as  shown in the securities register is  in Canada but who, to the
              knowledge of a Director, officer, employee or agent of the Company
              is not a Canadian.

     (v)   The Directors may rely on the  securities register of the Company  to
           make the calculation under Subarticle (iv) as of the date that is not
           earlier than four (4) months before the date on which the calculation
           is made.

25.2.7  DISCLOSURE

     The  Directors shall cause to be  noted conspicuously the general nature of
these provisions in every:

     (i)   certificate representing Voting Shares;

     (ii)   management proxy circular;

     (iii)  prospectus, statement of material  facts, registration statement  or
            similar document; and

     (iv)  take-over  bid circular where the consideration for the shares of the
           offeree corporation is in whole or in part securities of the Company.

25.3  NON-VOTING SHARES:  The restrictions on the transfer of Non-Voting  Shares
(including,  without limitation, the Class B  Non-Voting shares) (as well as for
the purpose  of  Subarticles 25.3.2(i)  and  (ii),  other Shares)  shall  be  as
follows:

                                       A-21
<PAGE>

25.3.1  GENERAL NON-VOTING SHARE RESTRICTED SHARE PROVISIONS

     The  right of any holder  of Non-Voting Shares to  transfer such shares, is
restricted in the manner hereinafter set out, for the purposes of ensuring  that
the  Company, or any corporation  in which the Company  has a direct or indirect
interest through the holding  of shares in that  or other corporations,  remains
qualified  to  hold or  obtain any  Licence  pursuant to  any Telecommunications
Legislation  or   other   Licence   required   in  order   to   carry   on   any
Telecommunications  Business and ensuring that the Company or any corporation in
which  the   Company  has   such  an   interest  is   not  in   breach  of   any
Telecommunications  Legislation or the terms of  any Licence held by the Company
or such corporation required in order to carry on a Telecommunications Business.

25.3.2  REFUSAL TO REGISTER TRANSFERS

     (i)   Notwithstanding anything herein otherwise provided, the Directors  of
           the  Company shall  refuse to register  a transfer  of any Non-Voting
           Shares of the Company  if the transfer would,  in the opinion of  the
           Directors, jeopardize the purposes stated in Article 25.3.1 for which
           the transfer of Non-Voting Shares is restricted.

     (ii)   Without  limiting the generality of Subarticle 25.3.2(i), so long as
            any Telecommunications Legislation shall:

        (A)  prohibit the  issue  of any  Licence  to  the Company,  or  to  any
             corporation  in which the Company has a direct or indirect interest
             through the holding of shares in that or other corporations; or

        (B)  prohibit the retention or renewal of or result in the  cancellation
             of any Licence held by the Company, or any corporation in which the
             Company  has a direct  or indirect interest  through the holding of
             shares in that or other corporations;

        required in order to  carry on any  Telecommunications Business, (or  if
        any  terms  or conditions  of  any Licences  necessary  to carry  on any
        Telecommunications  Business  held  by  the  Company  or  held  by   any
        corporation  in  which the  Company has  a  direct or  indirect interest
        through the holding of  shares in that or  other corporations, would  be
        breached) if shares representing more than a specified percentage of the
        aggregate  paid-up capital  of the Company  are held by  persons who are
        members of a  Restricted Class  constituted under  such Legislation  (or
        Licence),  the  Directors  of the  Company  shall refuse  to  register a
        transfer of any Non-Voting Shares or other Shares to any person who is a
        member of the Restricted Class if:

        (a)   Shares held by  or on behalf  of persons in  the Restricted  Class
              represent   more  than  such  specified  percentage  (or  if  such
              Legislation  (or  Licence)  shall  contain  more  than  one   such
              provision,  the lowest such percentage so specified) (the "Paid-Up
              Capital Maximum Percentage")  of the aggregate  paid-up or  stated
              capital of the Company; or

        (b)   Shares  held by or on behalf of persons in the Restricted Class do
              not represent more than the Paid-Up Capital Maximum Percentage  of
              the  aggregate paid-up  capital of  the Company,  but the transfer
              would result in  the paid-up  capital represented  by such  shares
              held  by persons  in the  Restricted Class  to exceed  the Paid-Up
              Capital Maximum  Percentage of  the  aggregate paid-up  or  stated
              capital of the Company.

     (iii)  Without  limiting the generality of  Subarticles 25.3.2(i) and (ii),
            so   long   as   the   Direction   shall   prohibit   the   Canadian
            Radio-television  and Telecommunications  Commission from  issuing a
            Licence under the  Broadcasting Act  to the  Company (or  to or  any
            corporation  in which the Company has  a direct or indirect interest
            through the  holding of  shares in  that or  other corporations)  or
            renewing  any  such  Licence  held  by the  Company  (or  by  or any
            corporation in which the Company  has a direct or indirect  interest
            through  the holding  of shares  in that  or other  corporations) if
            Shares representing 20% (or some different specified percentage)  of
            the  aggregate paid-up capital  of the Company,  no Non-Voting Share
            and no other Share shall be transferred to a person who is a  member
            of   the  Restricted  Class  under  the  Direction  if,  immediately
            following its transfer, Shares  representing more than twenty  (20%)
            per  cent of the  aggregate paid-up capital of  the Company (or such
            different percentage thereof as may be specified, from time to time,
            under the Direction) would  be held by or  on behalf of persons  who
            are members of such Restricted Class.

     (iv)  In  considering whether  a transfer  of a  Non-Voting Share  or other
           Share would, in the opinion of the Directors, jeopardize the purposes
           stated in Article 25.3.1 for which the transfer of Non-Voting  Shares
           is  restricted  and in  exercising  their powers  under  this Article
           25.3.2, the Directors  may have  regard, among other  things, to  the
           likelihood  that outstanding rights  to purchase any  Shares might be
           exercised by persons who are members  of the Restricted Class and  to
           the  likelihood  that  Shares  registered  in  the  name  of  persons
                                       A-22
<PAGE>

           who are not members of the Restricted Class are in fact  beneficially
           owned by persons who are members of the Restricted Class.

25.3.3  RULES

     (i)   The  Directors of the  Company may from  time to time  make, amend or
           repeal  any  rules  required  to  administer  the  restrictions   and
           constraints  on  transfer set  out in  this Article  25.3, including,
           without limitation, rules:

        (a)   to  require  any  person  in  whose  name  Non-Voting  Shares  are
              registered  to furnish  a statutory  declaration under  the Canada
              Evidence Act declaring whether:

            (A)  the shareholder is the  beneficial owner of  the shares of  the
                 Company  or  holds  them  for a  beneficial  owner  and  if so,
                 identifying the beneficial owner, and

            (B)  the shareholder or beneficial owner is a Canadian,

            and declaring any further or  other facts as the Directors  consider
            relevant   including,  without   limiting  the   generality  of  the
            foregoing, whether or not a body corporate which is a shareholder or
            which is  the beneficial  owner of  shares is  an eligible  Canadian
            corporation within the meaning of the Direction;

        (b)   to  require any person seeking to  have a transfer of a Non-Voting
              Share registered in  that person's  name or to  have a  Non-Voting
              Share  issued to that  person to furnish  a declaration similar to
              the declaration a  shareholder may  be required  to furnish  under
              paragraph (i)(a); and

        (c)   to determine the circumstances in which declarations are required,
              their form, content and the times when they are to be furnished.

     (ii)   Where  a person is  required to furnish a  declaration pursuant to a
            rule made under Subarticle (i), the Directors may refuse to register
            a transfer of a  Non-Voting Share to that  person until that  person
            has furnished such a declaration.

     (iii)  In  administering these  provisions, the Directors  and any officer,
            employee or agent of the Company may rely upon:

        (a)   a statement made in a  declaration furnished under Subarticle  (i)
              or (ii), and

        (b)   the knowledge of such Directors or any officer, employee or agent,
              and the Company, its Directors, officers, employees and agents are
              not  liable for anything done or omitted  by them in good faith in
              reliance upon such statements or knowledge.

     (iv)  Where the Directors are  required to determine  the number of  Shares
           held  by or  on behalf  of persons  who are  members of  a Restricted
           Class, the Directors may calculate the  number of such shares as  the
           total of:

        (a)   the shares held by every shareholder whose latest address as shown
              in the securities register is outside Canada, and

        (b)   the shares held by every shareholder whose latest address as shown
              in  the securities register is in Canada but who, to the knowledge
              of a Director, officer, employee or agent of the Company is not  a
              Canadian.

     (v)   The  Directors may rely on the  securities register of the Company to
           make the calculation under Subarticle (iv) as of the date that is not
           earlier than four (4) months before the day on which the  calculation
           is made.

25.3.4  DISCLOSURE

     The  Directors shall cause to be  noted conspicuously the general nature of
these provisions in every:

     (i)   certificate representing Non-Voting Shares issued hereafter,

     (ii)   management proxy circular,

     (iii)  prospectus, statement of material  facts, registration statement  or
            similar document; and

     (iv)  take-over  bid circular where the consideration for the shares of the
           offeree corporation is in whole or in part securities of the Company.

                                       A-23
<PAGE>

                                  SECTION 26.
                 SPECIAL RIGHTS & RESTRICTIONS WITH RESPECT TO
                   THE CLASS A SHARES AND THE CLASS B SHARES

     The special rights, privileges, restrictions and conditions attached to the
Class A Voting shares (hereinafter in  these Articles the "Class A shares")  and
the  Class  B Non-Voting  shares  (hereinafter in  these  Articles the  "Class B
shares") are as follows:

26.1  The holders of the Class  B shares shall be entitled to receive  dividends
from  any funds of the Company at  the time legally available for dividends, if,
as and when declared by the Board at the rate of up to Five Cents (5c) per share
per annum.  The holders  of the  Class A  shares shall  be entitled  to  receive
dividends  from  any funds  of the  Company  at the  time legally  available for
dividends, if, as and when declared by the Board at the rate of up to Five Cents
(5c) per share per annum. The holders of the Class A shares shall be entitled to
receive dividends from any  funds of the Company  at the time legally  available
for  dividends, if, as and when declared by the  Board at the rate of up to Five
Cents (5c) per share per annum, provided that no such dividend shall be paid  in
any year unless and until there shall have been paid or set aside in such a year
a  dividend at the rate  of Five Cents (5c)  per share per annum  on the Class B
shares. Thereafter, the Class A shares and the Class B shares shall  participate
equally  share for share as  to dividends and all  dividends which the directors
may determine to declare and pay in any year on the Class A shares and the Class
B shares shall be declared and paid or set aside in equal or equivalent  amounts
per  share on  all the Class  A shares and  all the  Class B shares  at the time
outstanding without preference or distinction.

26.2  Neither the  Class A shares  nor the Class B  shares shall be  subdivided,
consolidated,  reclassified or otherwise changed in number of outstanding shares
unless contemporaneously  therewith the  other class  of shares  is  subdivided,
consolidated, reclassified or otherwise so changed in the same proportion and in
the same manner.

26.3   In the event of the liquidation, dissolution or winding up of the Company
or  other  distribution  of  property  and  assets  of  the  Company  among  its
shareholders for the purpose of winding up its affairs or for any other purpose,
notwithstanding any difference between the amount of capital paid on the Class A
shares  and the amount of capital  paid on the Class B  shares, or the fact that
the Class B shares are par value shares, whereas the Class A shares are not, all
the property and assets of the Company available for distribution to the holders
of the Class A shares  and Class B shares shall  be paid or distributed  equally
share  for  share to  the  holders of  Class  A shares  and  the Class  B shares
respectively, without preference  or distinction except  that the provisions  of
this  Article 26.3 shall be subject to the preferences as to dividends stated in
Article 26.1.

26.4  The Class A shares shall entitle the holders thereof to receive notice  of
and  to attend and to vote in respect of  each Class A share held at any and all
meetings of  the shareholders  of the  Company other  than any  meetings of  the
holders  of a particular class of shares of which the Class A shares do not form
a part. Each holder of one or more  Class A shares shall be entitled as such  to
twenty-five (25) votes in respect of each Class A share held. The Class B shares
shall entitle the holders thereof to receive notice of and to attend, but not to
vote,  at any and all meetings of the shareholders of the Company other than any
meetings of the holders  of a particular  class of shares of  which the Class  B
shares do not form a part.

26.5   Each holder  of Class A shares  shall be entitled  at the holder's option
(subject as hereinafter provided) to have all or any of the Class A shares  held
by  the holder converted into Class B shares as the same shall be constituted at
the time of  conversion upon the  basis of one  Class B share  for each Class  A
share  in respect  of which the  conversion right is  exercised. Such conversion
right may  be exercised  at any  time  or from  time to  time, except  when  the
transfer  books of the Company are closed,  by notice in writing to the transfer
agent for the Class B  shares of the Company  accompanied by the certificate  or
certificates  representing Class A shares and such notice shall be signed by the
person registered on the  records of the  Company as the holder  of the Class  A
shares in respect of which such right is being exercised or by the person's duly
authorized  attorney and shall  specify the number  of Class A  shares which the
holder desires to have converted. Upon receipt of such notice, the Company shall
issue certificates representing Class B  shares upon the basis above  prescribed
and  in accordance with  the provisions hereof  to the registered  holder of the
Class A shares represented by the certificate or certificates accompanying  such
notice.  If less than all the Class  A shares represented by any certificate are
to be converted, the holder shall be  entitled to receive a new certificate  for
the Class A shares representing the shares comprised in the original certificate
which are not to be converted.

26.6   All shares resulting from any conversion of issued and fully paid Class A
shares shall be deemed to be fully paid and non-assessable.

                                       A-24
<PAGE>

26.7  Save as  herein stated, each Class  A share and each  Class B share  shall
have the same rights and attributes and be the same in all respects.

26.8   Notwithstanding the preferential dividend  rights attached to the Class B
shares as hereinbefore provided and  notwithstanding that any declared  monetary
amount  of any stock dividend paid on one  class of shares may be different from
the declared monetary amount  of the stock dividend  paid simultaneously on  the
other class of shares, the Board may, at any time and from time to time, declare
and pay a stock dividend:

     (i)   payable in Class A shares on the Class A shares; provided that at the
           same  time a stock  dividend payable either  in Class A  shares or in
           Class B shares is declared and paid in the same number of shares  per
           share on the Class B shares;

     (ii)   payable  in Class B shares  on the Class A  shares; provided that at
            the same time a stock dividend  payable either in Class A shares  or
            in  Class B shares is declared and paid in the same number of shares
            per share on the Class B shares;

     (iii)  payable in Class A  shares on the Class  B shares; provided that  at
            the  same time a stock dividend payable  either in Class A shares or
            in Class B shares is declared and paid in the same number of  shares
            per share on the Class A shares; or

     (iv)  payable in Class B shares on the Class B shares; provided that at the
           same  time a stock  dividend payable either  in Class A  shares or in
           Class B shares is declared and paid in the same number of shares  per
           share on the Class A shares.

                                  SECTION 27.
      SPECIAL RIGHTS AND RESTRICTIONS WITH RESPECT TO THE PREFERRED SHARES

27.1    PREFERRED  SHARES:   The  special rights,  privileges,  restrictions and
conditions attaching to the Preferred Shares shall be as follows:

27.1.1  The Preferred Shares may at any time and from time to time be issued  in
one  or more  series, each series  to consist of  such number of  shares as may,
before issuance  of such  series, be  fixed by  the Directors  by resolution  in
accordance  with the procedure set  forth in the Act  respecting the issuance of
shares in series.

27.1.2  The Directors of the Company  may (subject to the limitations set  forth
in  these Articles  and in  the Act)  fix by  resolution in  accordance with the
procedure set forth in the Act respecting  the issuance of shares in series  and
prior  to the issuance of any shares  of a particular series of Preferred Shares
authorized to be issued, the  designation, rights, privileges, restrictions  and
conditions  to  attach  to  the  Preferred  Shares  of  that  particular series,
including, without  limiting  the  generality  of the  foregoing,  the  rate  of
preferential  dividends, and  whether or not  the same shall  be cumulative, the
dates of payment thereof, the right, if any, to participate in further dividends
and other  distributions by  the Company,  the redemption  price and  terms  and
conditions  of redemption, including the  rights, if any, of  the holders of the
Preferred Shares of such  series to require the  redemption thereof, the  voting
rights  and conversion rights (if any) and any redemption fund, purchase fund or
other provisions to be attached to the Preferred Shares of such series.

27.1.3  When in the case of any Preferred Shares, any fixed cumulative dividends
or amounts payable on  a return of  capital are not paid  in full in  accordance
with  the  respective terms  thereof, the  Preferred Shares  of all  series then
issued and  outstanding shall  participate rateably  in respect  of  accumulated
dividends,  if any, in  accordance with the  sums which would  be payable on the
Preferred Shares if all such  dividends were declared and  paid in full, and  on
any  return  of capital  in accordance  with the  sums, if  any, which  would be
payable on such return of capital if all sums so payable were paid in full.

27.1.4  The Preferred Shares  shall be entitled to  preference over the Class  A
shares  and Class B  shares of the Company  and any other  shares of the Company
ranking junior to the Preferred Shares with respect to fixed dividends, if  any,
that  may be  payable on  the Preferred Shares  or any  series of  them by their
respective terms and no dividends  shall at any time be  declared or paid on  or
set  aside for payment  on such Class  A shares or  Class B shares  or any other
shares of the Company  ranking junior to the  Preferred Shares unless and  until
all  fixed  dividends up  to and  including  the dividend  payable for  the last
completed period for which such fixed dividends shall be payable on each  series
of  Preferred Shares then  issued and outstanding, shall  have been declared and
paid or set  aside for payment  at the date  of such declaration  or payment  or
setting  aside for payment on such Class A shares or Class B shares or any other
shares of the Company ranking junior  to the Preferred Shares; provided that  if
the Directors of the Company so specify in the

                                       A-25
<PAGE>

rights,  privileges, restrictions and conditions attached to a particular series
of Preferred Shares authorized  to be issued, nothing  herein shall prevent  the
Preferred Shares of such series participating in dividends that are not fixed as
to  amount, subject  to such  limitations as the  Directors may  provide in such
rights, privileges, restrictions and conditions, on  a share for share basis  or
otherwise, as the Directors may provide in such rights, privileges, restrictions
and  conditions, on a  parity with the Class  A shares or Class  B shares or any
other shares  of  the  Company  ranking junior  to  the  Preferred  Shares.  The
Preferred  Shares may  also be  given such  other preferences  over the  Class A
shares or Class  B shares of  the Company and  any other shares  of the  Company
ranking  junior to the Preferred Shares as may  be fixed by the Directors of the
Company in  the  respective  rights,  privileges,  restrictions  and  conditions
attached to each series from time to time authorized to be issued.

27.1.5   No rights, privileges, restrictions  or conditions attached to a series
of Preferred Shares authorized to be issued hereunder shall confer upon a series
of Preferred Shares a priority in  respect of cumulative dividends or return  of
capital over any other series of Preferred Shares then issued and outstanding.

27.1.6   Subject to the provisions of the Act and the provisions attached to any
particular series of  Preferred Shares, Preferred  Shares of any  series, if  so
provided in the rights, privileges, restrictions and conditions attached to such
series,  may be purchased for cancellation or  made subject to redemption at the
option of the Company or the holder thereof at such times and at such prices and
upon such  other  terms  and conditions  as  may  be specified  in  the  rights,
privileges,  restrictions and  conditions attaching  to the  Preferred Shares of
such series.

27.1.7  Subject to the provisions of the Act and the provisions attached to  any
particular  series of  Preferred Shares, Preferred  Shares of any  series, if so
provided in the rights, privileges, restrictions and conditions attached to such
series, may be converted into any other  series of Preferred Shares or into  any
other  securities of  the Company  or any other  corporation or  other issuer of
securities, at such times and upon such terms and conditions as may be specified
in  the  rights,  privileges,  restrictions  and  conditions  attaching  to  the
Preferred Shares of such series.

27.1.8   Subject  to the provisions  of the  Act, no holder  of Preferred Shares
shall be  entitled, as  such, to  any  pre-emptive right  to subscribe  for  the
purchase  or to receive any part of any issue of shares, or of bonds, debentures
or other  securities of  the  Company whether  now  or hereafter  authorized  or
issued;  provided, however, that notwithstanding  the foregoing, if so specified
in the rights, privileges, restrictions and conditions attached to a  particular
series  of Preferred Shares authorized to be  issued, the holders of such series
of Preferred  Shares may  be given  a  pre-emptive right  to subscribe  for  the
purchase  or  to receive  all or  a part  of the  issue of  shares or  of bonds,
debentures  or  other  securities  of  the  Company  whether  now  or  hereafter
authorized  or issued upon such terms and conditions as may be specified in such
rights, privileges, restrictions and conditions.

27.1.9  The special rights, privileges, restrictions and conditions attached  to
the Class A shares and Class B shares are subject in all respects to the rights,
privileges,  restrictions  and  conditions  attached  to  the  Preferred  Shares
hereinbefore provided and to the rights, privileges, restrictions and conditions
attached to any series of Preferred Shares hereinafter issued and outstanding.

27.1.10  Notwithstanding any other provision  of this Section 27, the  Directors
of  the Company may not by resolution  or otherwise attach any right, privilege,
restriction, or condition to any series  of Preferred Shares that is  designated
by the Directors of the Company after May 30, 2003, or whose rights, privileges,
restrictions  or conditions are  altered or varied  pursuant to Article 27.1.11,
that entitles or would entitle the holder  or holders of the shares of any  such
series  to vote at any general meeting  of the Company, and the Preferred Shares
of any such series  shall have no right  to vote at any  general meeting of  the
Company.

27.1.11   The  Directors may by  resolution do one  or more of  the following in
relation to a series of shares to be issued or a series of shares of which there
are no issued shares:

     (i)   determine the maximum number of shares of any of the series of shares
           that the Company is authorized to  issue, determine that there is  no
           maximum number or alter any determination made under this clause (i),
           and authorize the alteration of the notice of articles accordingly;

     (ii)   alter  the Articles, and  authorize the alteration  of the notice of
            articles, to create an identifying name  by which the shares of  any
            of  the series of shares that the Company is authorized to issue may
            be identified or to  alter any identifying  name created under  this
            clause (ii);

                                       A-26
<PAGE>

     (iii)  alter  the Articles, and  authorize the alteration  of the notice of
            articles, to attach special rights or restrictions to the shares  of
            any  of the series of shares that the Company is authorized to issue
            or to alter any such special rights or restrictions.

SERIES XXVII PREFERRED SHARES

27.2    In  addition  to  the  special  rights,  privileges,  restrictions,  and
conditions  attached  to  the Preferred  Shares  as  a class,  the  Series XXVII
Preferred Shares  shall  have attached  thereto  the following  further  rights,
privileges, restrictions and conditions:

27.2.1  Redemption Privilege.  Subject to the provisions of the Act and provided
that  all dividends  accrued up to  the date  of redemption on  the Series XXVII
Preferred shares then outstanding have  been declared and paid, the  Corporation
may,  upon giving  notice or upon  notice being waived  as hereinafter provided,
redeem the whole or any part of the Series XXVII Preferred Shares on payment for
each such share to be redeemed of the amount of $1,000 (the "Redemption Price").
The Redemption  Price  may,  at the  option  of  the Corporation,  be  paid  and
satisfied  in  whole or  in  part: (a)  by  the issuance  to  the holder  by the
Corporation of a  promissory note for  a principal sum  equal to the  Redemption
Price,  or such part thereof as is to be satisfied by the promissory note, which
is payable on demand, provides  for interest after the  date of issuance on  the
unpaid  balance  at  a  rate  equal  to  the  annual  rate  established  by  The
Toronto-Dominion Bank at its head office  in Toronto, Ontario from time to  time
as  being its reference  rate of interest used  by it to  determine the rates of
interest it will  charge for loans  made in  Canada in Canadian  dollars to  its
preferred commercial customers (hereinafter referred to as "Prime") plus one and
one-half  percent (1 1/2%) per annum,  calculated and payable monthly in arrears
on the last date of  each month, and provides that  the balance of any  interest
accrued  and unpaid to the  date on which the principal  amount is paid shall be
due and payable  on such date  and that any  interest not paid  on its due  date
shall  itself bear interest  at the above rate,  compounded monthly and entitles
the Corporation to prepay the  whole or any part  of the unpaid principal  under
such  promissory note, upon payment of  interest accrued on the unpaid principal
balance to the  date of  payment; or  (b) by  the assignment  or endorsement  in
favour  of the holder of a promissory note made by an affiliate (as such term is
defined in the Act, as amended from time to time, or any successor  legislation)
for  a  principal  sum or  for  a portion  of  the  principal sum  equal  to the
Redemption Price, or such part thereof as  is to be satisfied by the  promissory
note,  which is  payable on  demand and  which the  board of  directors in their
discretion has determined has a  value not less than  the value of a  promissory
note  of the Corporation for  a principal sum equal  to the Redemption Price, or
such part thereof as is to be satisfied by the promissory note of the affiliate,
which might be issued under  clause (a) of this Article  27.2.1. In case a  part
only  of the then outstanding Series XXVII Preferred Shares is at any time to be
redeemed, subject  to applicable  law, the  shares so  to be  redeemed shall  be
selected  in such manner as  the directors in their  discretion shall decide and
need not be  redeemed pro rata  or selected  by lot. The  Corporation shall,  at
least  one (1) day before the date specified for redemption, send to each person
who at the  date of sending  is a  registered holder of  Series XXVII  Preferred
Shares to be redeemed a notice in writing of the intention of the Corporation to
redeem  such  Series XXVII  Preferred Shares,  or  alternatively, notice  may be
waived or the time for the sending of the notice may be waived at any time  with
the  consent in writing of the holders  of such Series XXVII Preferred Shares to
be redeemed. Notice may be mailed in a pre-paid envelope addressed to each  such
shareholder  at its address as  it appears in the  records of the Corporation or
its transfer agent, or alternatively, such notice may be delivered personally to
such shareholder; provided, however,  that accidental failure  to give any  such
notice  to one or  more such shareholders  shall not affect  the validity of the
redemption. Such  notice shall  set out  the Redemption  Price and  the date  of
redemption.  If notice of any such redemption  has been given by the Corporation
or waived in the manner aforesaid and an amount sufficient to redeem the s hares
has been paid (whether in cash or by promissory note, as above provided) to  the
holder  of the Series  XXVII Preferred Shares  to be redeemed  or deposited in a
special account with any trust company or chartered bank in Canada, the  holders
thereof  shall  thereafter have  no rights  against  the Corporation  in respect
thereof except, upon the surrender of  certificates for such shares, to  receive
payment  therefor. Series XXVII Preferred Shares  redeemed as aforesaid shall be
cancelled.

27.2.2  Cumulative Dividends.  The holders of the Series XXVII Preferred  Shares
shall  be entitled to receive, subject to  the provisions of the Act, as amended
from time  to  time,  or  any  successor  legislation,  fixed,  cumulative  cash
dividends  at the rate of Prime plus  one and three-quarter percent (1 3/4%) per
annum of the Redemption  Price. Dividends on the  Series XXVII Preferred  Shares
shall  accrue  on  a daily  basis  from the  date  of original  issue,  shall be
calculated on the basis  of a 365  day year and,  save as hereinafter  provided,
shall  be payable quarterly in lawful money of Canada on the first day following
the last day in the month of each of March, June, September and December,  other
than a

                                       A-27
<PAGE>

Saturday  or Sunday, on  which the main  branch of The  Toronto-Dominion Bank in
Toronto, Ontario, is open  for business (each  an "Established Dividend  Payment
Date"). Alternatively, if the directors so determine, dividends shall be payable
on  any day  (an "Alternate  Dividend Payment  Date") following  the immediately
preceding Established  Dividend Payment  Date and  before the  next  Established
Dividend  Payment Date.  An Established Dividend  Payment Date  and an Alternate
Dividend Payment Date are  each hereinafter referred to  as a "Dividend  Payment
Date".

If  on any Dividend Payment Date the dividends accrued to such date are not paid
in full  on all  of the  Series XXVII  Preferred Shares  then outstanding,  such
dividends,  or  the  unpaid  part  thereof, shall  be  paid  on  the  first date
thereafter on  which  the  Corporation shall  have  sufficient  monies  properly
applicable  to the payment of same. The holders of Series XXVII Preferred Shares
shall not be entitled to any dividends other than or in excess of the cumulative
dividends herein provided for.

The Corporation shall not redeem or  purchase for cancellation any Series  XXVII
Preferred  shares then  outstanding unless all  dividends accrued  on the Series
XXVII Preferred  shares up  to the  date  of redemption  or purchase  have  been
declared and paid.

The  Corporation  shall  not  call  for redemption  or  redeem  or  purchase for
cancellation or make any capital distribution in respect of or otherwise pay off
or retire any shares of  the Corporation ranking on a  parity with or junior  to
the  Series  XXVII Preferred  Shares unless  all dividends  on the  Series XXVII
Preferred Shares up  to and including  the dividend payable  on the  immediately
preceding  Dividend Payment Date shall have been  declared and paid or set aside
for payment  at the  date of  such call  for redemption,  redemption,  purchase,
distribution, retirement or other payment off.

27.2.3   Purchase by the Corporation.  Subject  to the Act, as amended from time
to time, or any successor legislation,  and provided that all dividends  accrued
up  to  the date  of  the purchase  on the  Series  XXVII Preferred  shares then
outstanding have been declared and paid, the Corporation may at any time or from
time to time purchase for cancellation the whole or any part of the Series XXVII
Preferred Shares outstanding from time to time  at the lowest price at which  in
the  opinion of the directors of the Corporation such shares are obtainable, but
such price shall  not in any  case exceed  the Redemption Price,  plus costs  of
purchase, and any shares so purchased shall be cancelled.

27.2.4    Liquidation,  Dissolution  or  Winding  Up.    In  the  event  of  the
liquidation, dissolution or winding up of the Corporation, whether voluntary  or
involuntary,  or in the  event of any  other distribution of  property or assets
among its shareholders for the purpose of winding up its affairs, the holders of
the Series XXVII Preferred Shares shall  be entitled to receive an amount  equal
to  the Redemption Price, together with an amount equal to all unpaid cumulative
dividends which shall have accrued thereon, whether or not declared, and  which,
for  such  purpose,  shall  be  treated  as accruing  up  to  the  date  of such
distribution, before any amount shall be paid or any property or assets shall be
distributed to the holders of the Class A shares or Class B shares or any shares
of any other  class ranking  junior to the  Series XXVII  Preferred Shares  with
respect  to the return  of capital. After  payment to the  holders of the Series
XXVII Preferred Shares  of the amounts  so payable  to them, they  shall not  be
entitled  to share further in the distribution  of the property or assets of the
Corporation.

27.2.5  No  Right to Notice  of Meetings  or to Vote.   Subject to  the Act,  as
amended  from time  to time,  or any successor  legislation, the  holders of the
Series XXVII Preferred Shares shall not be entitled as such to receive of or  to
attend  any meeting  of the  shareholders of  the Corporation  and shall  not be
entitled to any vote at any such meeting.

SERIES XXX PREFERRED SHARES

27.3   In  addition  to  the rights,  privileges,  restrictions  and  conditions
attached  to the Preferred Shares,  as a class, the  Series XXX Preferred Shares
shall  have  attached   thereto  the  following   further  rights,   privileges,
restrictions and conditions:

27.3.1  Redemption Privilege.

     (a)   Redemption  Right.  Subject to the  provisions of the Act, as amended
           from time to time, or any successor legislation, the Corporation may,
           upon giving  notice  or  upon  notice  being  waived  as  hereinafter
           provided,  redeem the whole  or any part of  the Series XXX Preferred
           shares on payment for each such share to be redeemed of the amount of
           One Thousand  Dollars ($1,000)  (the "Redemption  Amount"),  together
           with  an  amount  equal  to all  declared  and  unpaid non-cumulative
           dividends thereon up to the  date of such redemption (the  Redemption
           Amount  plus the  amount of  such declared  and unpaid  dividends are
           hereinafter called the "Redemption Price").

                                       A-28
<PAGE>

     (b)   Payment of  Redemption Price  by Promissory  Note or  Property.   The
           Redemption  Price may, at the option  of the Corporation, be paid and
           satisfied in whole or in part: (1)  by the issuance to the holder  by
           the Corporation of a promissory note for a principal sum equal to the
           Redemption  Price, or such part thereof as  is to be satisfied by the
           promissory note, which is payable  on demand, and which provides  for
           interest  after the  date the promissory  note is made  on the unpaid
           principal balance at a rate equal  to the annual rate established  by
           The Toronto-Dominion Bank at its head office in Toronto, Ontario from
           time  to time as being  its reference rate of  interest used by it to
           determine the rates  of interest  it will  charge for  loans made  in
           Canada  in  Canadian dollars  to  its preferred  commercial customers
           (hereinafter referred  to  as "Prime"),  plus  two percent  (2%)  per
           annum,  calculated and payable monthly in arrears on the last date of
           each month, provided  that the  balance of any  interest accrued  and
           unpaid to the date on which the principal amount is paid shall be due
           and  payable on such date  and that any interest  not paid on its due
           date shall itself bear interest at the above rate, compounded monthly
           and that such promissory note shall entitle the Corporation to prepay
           the whole or any part of  the unpaid principal under such  promissory
           note,  upon  payment  of  interest accrued  on  the  unpaid principal
           balance to  the  date  of  payment;  or  (2)  by  the  assignment  or
           endorsement  in favour of the holder of  a promissory note made by an
           affiliate (as such term is defined in the Business Corporations  Act,
           as  amended from  time to time,  or any successor  legislation) for a
           principal sum or  for a  portion of the  principal sum  equal to  the
           Redemption  Price, or such part thereof as  is to be satisfied by the
           promissory note, which is  payable on demand and  which the board  of
           directors  of the Corporation in its  discretion has determined has a
           value not less than the value of a promissory note of the Corporation
           for a  principal sum  equal to  the Redemption  Price, or  such  part
           thereof  as  is  to  be  satisfied  by  the  promissory  note  of the
           affiliate, which might be issued under clause (1) of this  Subarticle
           27.3.1(b); or (3) by the transfer and assignment to the holder by the
           Corporation  of  property  of  the  Corporation  which  the  board of
           directors of the Corporation in  its discretion has determined has  a
           value  not less than the Redemption Price, or such part thereof as is
           to be satisfied by such property.

     (c)   Partial Redemption.   In case  a part  only of  the then  outstanding
           Series XXX Preferred shares is at any time to be redeemed, the shares
           so  to be redeemed  shall, subject to applicable  law, be selected in
           such manner as  the directors  in their discretion  shall decide  and
           need  not be redeemed pro  rata or selected by  lot and the directors
           may make such adjustments as may be necessary to avoid the redemption
           of fractional parts of shares.

     (d)   Notice of Redemption and Rights  of Holders.  The Corporation  shall,
           at  least one (1) day before  the date specified for redemption, send
           to each person who at the date  of sending is a registered holder  of
           Series XXX Preferred shares to be redeemed a notice in writing of the
           intention  of  the Corporation  to redeem  such Series  XXX Preferred
           shares, or  alternatively,  notice may  be  waived or  the  time  for
           sending  of the notice may be waived  at any time with the consent in
           writing of  holders  of  such  Series  XXX  Preferred  shares  to  be
           redeemed.  Notice may  be mailed in  a prepaid  envelope addressed to
           each such shareholder at his address as it appears on the records  of
           the  Corporation or its transfer agent, or alternatively, such notice
           may be delivered personally  to such shareholder; provided,  however,
           that  accidental failure to  give any such  notice to one  or more of
           such shareholders shall  not affect the  validity of the  redemption.
           Such  notice  shall set  out  the Redemption  Price  and the  date of
           redemption. If  notice  of  any  such  redemption  be  given  by  the
           Corporation   or  waived  in  the  manner  aforesaid  and  an  amount
           sufficient to redeem the shares has been paid (whether in cash or  by
           promissory  note or  by the transfer  and assignment  of property, as
           above provided) to the holder of  the Series XXX Preferred shares  to
           be  redeemed or deposited with any trust company or chartered bank in
           Canada, on  or before  the  date fixed  for redemption,  the  holders
           thereof  shall thereafter have  no rights against  the Corporation in
           respect thereof except, upon the  surrender of certificates for  such
           shares,   to  receive  payment  therefor,  and  except,  for  greater
           certainty, to  receive  any declared  and  unpaid dividends  on  such
           shares.  Series XXX Preferred  shares redeemed as  aforesaid shall be
           cancelled.

27.3.2  Retraction Privilege.

     (a)   Tender and  Request.   Subject  to the  provisions  of the  Act,  the
           registered  holders of Series XXX  Preferred shares shall be entitled
           to require the  Corporation to redeem  at any time  and from time  to
           time all or any part of the Series XXX Preferred shares registered in
           the  name of such holder on the books of the Corporation by tendering
           to  the  Corporation   at  its  head   office  a  share   certificate
           representing the Series XXX Preferred

                                       A-29
<PAGE>

           shares  which the registered  holder desires to  have the Corporation
           redeem together with a request in writing specifying;

        (A)  that the  registered holder  desires  to have  all or  a  specified
             number  of  the Series  XXX  Preferred shares  represented  by such
             certificate redeemed by the Corporation; and

        (B)  the business  day  (in  this  Article 27.3.2  referred  to  as  the
             "redemption  date")  on  which  the  holder  desires  to  have  the
             Corporation redeem such  Series XXX Preferred  shares. Requests  in
             writing  shall specify  a redemption date  which shall  be not less
             than four (4) days after the  date on which the request in  writing
             is  given to  the Corporation,  unless the  Corporation consents in
             writing to an  earlier redemption date.  The registered holders  of
             any  Series  XXX  Preferred shares  may,  with the  consent  of the
             Corporation, revoke  such request  prior  to the  redemption  date.
             Subject  to receipt of a  share certificate representing the Series
             XXX Preferred shares  which the registered  holder desires to  have
             the   Corporation  redeem   together  with  such   a  request,  the
             Corporation shall on  the redemption date,  redeem such Series  XXX
             Preferred  shares  by paying  to such  registered holder  an amount
             equal to the Redemption Price.

     (b)   Payment by Promissory Note or by Property.  The aggregate  Redemption
           Price  of all Series XXX Preferred shares  held by a holder which are
           redeemed may, at the option of the Corporation, be satisfied in whole
           or in part  by the issuance  to the  holder by the  Corporation of  a
           promissory note for a principal sum equal to the aggregate Redemption
           Price  or such part thereof  as is to be  satisfied by the promissory
           note, or by the assignment or endorsement in favour of the holder  of
           a  promissory note  made by  an affiliate  for a  principal sum  or a
           portion of the principal sum equal to the aggregate Redemption  Price
           or such part thereof as is to be satisfied by the promissory note, or
           by  the transfer and assignment of property of the Corporation having
           a value equal to the aggregate Redemption Price or such part  thereof
           as  is to be satisfied by the transfer and assignment of the property
           on the terms provided in Subarticle 27.3.1(b) above.

     (c)   Rights of Holders.  From and  after the redemption date, the  holders
           of  the Series XXX  Preferred shares to  be redeemed shall thereafter
           have no  rights against  the Corporation  in respect  thereof  unless
           payment  of the Redemption Price (whether  in cash or by a promissory
           note or  by  the  transfer  and  assignment  of  property,  as  above
           provided)  is not  made on  the redemption  date, in  which event the
           rights of the  holders of  the said shares  shall remain  unaffected.
           Series XXX Preferred shares redeemed as aforesaid shall be cancelled.

27.3.3   Price Adjustment.  If at any  time when any Series XXX Preferred shares
are issued and outstanding, the  Corporation determines that the aggregate  fair
market  value of all property transferred or sold to the Corporation in exchange
for Series XXX  Preferred shares (the  "Acquired Property") is  greater or  less
than  the aggregate of the  Redemption Price of all  Series XXX Preferred shares
issued in connection with the acquisition  of the Acquired Property, and all  of
the  holders of the issued and outstanding Series XXX Preferred shares concur in
such determination, then the resultant deficiency or excess in the aggregate  of
the  Redemption Price  of all Series  XXX Preferred shares  issued in connection
with the acquisition of the Acquired Property shall be divided by the  aggregate
number  of Series XXX Preferred shares issued in connection with the acquisition
of the Acquired Property  (whether or not then  outstanding) and the  Redemption
Price shall be increased or decreased by the resultant quotient accordingly.

27.3.4    Non-Cumulative Dividends.   The  holders of  the Series  XXX Preferred
shares shall, in each fiscal year of the Corporation, in preference and priority
to any  payment of  dividends on  any other  shares of  the Corporation  ranking
junior to the Series XXX Preferred shares for such year, be entitled to receive,
subject  to the provisions of the Act as  and when declared by the directors out
of moneys of  the Corporation properly  applicable to dividends,  non-cumulative
cash  dividends at the rate of nine and one half percent (9.5%) per annum of the
Redemption Amount for such shares. Dividends on the Series XXX Preferred  shares
issued  in a  fiscal year  shall be  calculated from  their respective  dates of
issue. The directors shall be  entitled, from time to  time, to declare part  of
the  non-cumulative cash dividend for any  fiscal year notwithstanding that such
dividend for such fiscal year  shall not be declared in  full. If in any  fiscal
year  of the Corporation the directors in their discretion shall not declare the
said dividend or any part  thereof on the Series  XXX Preferred shares for  such
fiscal  year, then the rights of the  holders of the Series XXX Preferred shares
to such  dividend or  undeclared part  thereof  for such  fiscal year  shall  be
forever  extinguished. If in any year, after  providing for the full dividend on
the Series  XXX Preferred  shares  there shall  remain  any profits  or  surplus
available for dividends, such profits or surplus or any part thereof may, in the
discretion  of the  directors, be  applied to dividends  on shares  of any class
ranking junior to  the Series XXX  Preferred shares. The  holders of Series  XXX
Preferred shares

                                       A-30
<PAGE>

shall  not  be  entitled  to  any  dividend  other  than  or  in  excess  of the
non-cumulative dividends at the rate hereinbefore provided for.

27.3.5  Purchase by the Corporation.  Subject to the Business Corporations  Act,
as  amended from  time to  time, or  any successor  legislation, the Corporation
shall have the right at its option at any time and from time to time to purchase
the whole or any part of the Series XXX Preferred shares at the lowest price  at
which,  in the  opinion of  the directors,  such shares  are obtainable  but not
exceeding the  Redemption Price  thereof (the  "Purchase Price").  The  Purchase
Price  may, at the option of the Corporation be paid and satisfied in the manner
provided for in Subarticle  27.3.1(b) hereof. Any shares  so purchased shall  be
cancelled.

27.3.6    Liquidation,  Dissolution  or  Winding  Up.    In  the  event  of  the
liquidation, dissolution or winding up of the Corporation, whether voluntary  or
involuntary,  or in the  event of any  other distribution of  property or assets
among its members for  purposes of winding  up its affairs,  the holders of  the
Series  XXX Preferred  shares shall be  entitled to receive,  subject to Article
27.3.4 hereof, but  before any distribution  of any  part of the  assets of  the
Corporation  among  the holders  of any  other  shares, an  amount equal  to the
Redemption Price for each issued and outstanding Series XXX Preferred share.

27.3.7  No Voting Rights; Notice of  Meetings.  Subject to the Act, the  holders
of  the Series XXX Preferred  shares shall not, as  such, be entitled to receive
notice of or to attend  any meeting of the  shareholders of the Corporation  and
shall not be entitled to any vote at any such meeting.

SERIES XXXI PREFERRED SHARES

27.4    In  addition  to the  rights,  privileges,  restrictions  and conditions
attached to the Preferred Shares, as  a class, the Series XXXI Preferred  Shares
shall   have  attached   thereto  the  following   further  rights,  privileges,
restrictions and conditions:

27.4.1  Redemption Privilege.

     (a)   Redemption Right.  Subject to the  provisions of the Act, as  amended
           from time to time, or any successor legislation, the Corporation may,
           upon  giving  notice  or  upon  notice  being  waived  as hereinafter
           provided, redeem the whole or any  part of the Series XXXI  Preferred
           shares on payment for each such share to be redeemed of the amount of
           One  Thousand  Dollars ($1,000)  (the "Redemption  Amount"), together
           with an  amount  equal to  all  accrued unpaid  cumulative  dividends
           thereon up to the date of such redemption (the Redemption Amount plus
           the  amount  of such  accrued  and unpaid  dividends  are hereinafter
           called the "Redemption Price").

     (b)   Payment of  Redemption Price  by Promissory  Note or  Property.   The
           Redemption  Price may, at the option  of the Corporation, be paid and
           satisfied in whole or in part: (1)  by the issuance to the holder  by
           the Corporation of a promissory note for a principal sum equal to the
           Redemption  Price, or such part thereof as  is to be satisfied by the
           promissory note, which is payable  on demand, and which provides  for
           interest  after the  date the promissory  note is made  on the unpaid
           principal balance at a rate equal  to the annual rate established  by
           The Toronto-Dominion Bank at its head office in Toronto, Ontario from
           time  to time as being  its reference rate of  interest used by it to
           determine the rates  of interest  it will  charge for  loans made  in
           Canada  in  Canadian dollars  to  its preferred  commercial customers
           (hereinafter referred  to  as "Prime"),  plus  two percent  (2%)  per
           annum,  calculated and payable monthly in arrears on the last date of
           each month, provided  that the  balance of any  interest accrued  and
           unpaid to the date on which the principal amount is paid shall be due
           and  payable on such date  and that any interest  not paid on its due
           date shall itself bear interest at the above rate, compounded monthly
           and entitles the Corporation to prepay  the whole or any part of  the
           unpaid principal under such promissory note, upon payment of interest
           accrued  on the unpaid  principal balance to the  date of payment; or
           (2) by the  assignment or endorsement  in favour of  the holder of  a
           promissory  note made by an affiliate (as such term is defined in the
           Act, as amended from time to time, or any successor legislation)  for
           a  principal sum or for  a portion of the  principal sum equal to the
           Redemption Price, or such part thereof  as is to be satisfied by  the
           promissory  note, which is  payable on demand and  which the board of
           directors of the Corporation in  its discretion has determined has  a
           value not less than the value of a promissory note of the Corporation
           for  a  principal sum  equal to  the Redemption  Price, or  such part
           thereof as  is  to  be  satisfied  by  the  promissory  note  of  the
           affiliate,  which might be issued under clause (1) of this Subarticle
           27.4.1(b); or (3) by the transfer and assignment to the holder by the
           Corporation

                                       A-31
<PAGE>

           of property of the  Corporation which the board  of directors of  the
           Corporation  in its  discretion has determined  has a  value not less
           than the Redemption Price, or such part thereof as is to be satisfied
           by such property.

     (c)   Partial Redemption.   In case  a part  only of  the then  outstanding
           Series  XXXI  Preferred shares  is at  any time  to be  redeemed, the
           shares so  to  be  redeemed  shall, subject  to  applicable  law,  be
           selected  in such manner  as the directors  in their discretion shall
           decide and need not be redeemed pro  rata or selected by lot and  the
           directors  may make such adjustments as may be necessary to avoid the
           redemption of fractional parts of shares.

     (d)   Notice of Redemption and Rights  of Holders.  The Corporation  shall,
           at  least one (1) day before  the date specified for redemption, send
           to each person who at the date  of sending is a registered holder  of
           Series  XXXI Preferred shares  to be redeemed a  notice in writing of
           the intention of the Corporation to redeem such Series XXXI Preferred
           shares, or  alternatively,  notice may  be  waived or  the  time  for
           sending  of the notice may be waived  at any time with the consent in
           writing of  holders  of  such  Series XXXI  Preferred  shares  to  be
           redeemed.  Notice may  be mailed in  a prepaid  envelope addressed to
           each such shareholder at his address as it appears on the records  of
           the  Corporation or its transfer agent, or alternatively, such notice
           may be delivered personally  to such shareholder, provided,  however,
           that  accidental failure to  give any such  notice to one  or more of
           such shareholders shall  not affect the  validity of the  redemption.
           Such  notice  shall set  out  the Redemption  Price  and the  date of
           redemption. If  notice  of  any  such  redemption  be  given  by  the
           Corporation   or  waived  in  the  manner  aforesaid  and  an  amount
           sufficient to redeem the shares has been paid (whether in cash or  by
           promissory  note or  by the transfer  and assignment  of property, as
           above provided) to the holder of the Series XXXI Preferred shares  to
           be  redeemed or deposited with any trust company or chartered bank in
           Canada, on  or before  the  date fixed  for redemption,  the  holders
           thereof  shall thereafter have  no rights against  the Corporation in
           respect thereof except, upon the  surrender of certificates for  such
           shares,   to  receive  payment  therefor,   and  except  for  greater
           certainty, to  receive  any declared  and  unpaid dividends  on  such
           shares.  Series XXXI Preferred shares  redeemed as aforesaid shall be
           cancelled.

27.4.2  Cumulative Dividends.  The  holders of the Series XXXI Preferred  Shares
shall  be entitled to receive, subject to  the provisions of the Act, as amended
from time  to  time,  or  any  successor  legislation,  fixed,  cumulative  cash
dividends  at the rate of  nine and six hundred  and twenty five one thousandths
percent (9.625%) per  annum of the  Redemption Amount. Dividends  on the  Series
XXXI  Preferred Shares shall accrue  on a daily basis  from the date of original
issue, shall  be  calculated on  the  basis  of a  365  day year  and,  save  as
hereinafter  provided, shall be  payable quarterly in lawful  money of Canada on
the first  day following  the last  day in  the month  of each  of March,  June,
September  and December,  other than  a Saturday  or Sunday,  on which  the main
branch of The Toronto-Dominion  Bank in Toronto, Ontario,  is open for  business
(each  an "Established Dividend Payment  Date"). Alternatively, if the directors
so determine, dividends  shall be  payable on  any day  (an "Alternate  Dividend
Payment  Date") following the immediately preceding Established Dividend Payment
Date and  before the  next  Established Dividend  Payment Date.  An  Established
Dividend   Payment  Date  and  an  Alternate  Dividend  Payment  Date  are  each
hereinafter referred to as a "Dividend Payment Date".

If on any Dividend Payment Date the dividends accrued to such date are not  paid
in  full  on all  of the  Series  XXXI Preferred  Shares then  outstanding, such
dividends, or  the  unpaid  part  thereof,  shall be  paid  on  the  first  date
thereafter  on  which  the  Corporation shall  have  sufficient  monies properly
applicable to the payment of same.  The holders of Series XXXI Preferred  Shares
shall not be entitled to any dividends other than or in excess of the cumulative
dividends herein provided for.

The  Corporation  shall  not  call  for redemption  or  redeem  or  purchase for
cancellation or make any capital distribution in respect of or otherwise pay off
or retire any shares of  the Corporation ranking on a  parity with or junior  to
the  Series  XXXI  Preferred Shares  unless  all  dividends on  the  Series XXXI
Preferred Shares up  to and including  the dividend payable  on the  immediately
preceding  Dividend Payment Date shall have been  declared and paid or set aside
for payment  at the  date of  such call  for redemption,  redemption,  purchase,
distribution, retirement or other payment off.

27.4.3   Purchase by the Corporation.  Subject  to the Act, as amended from time
to time, or any successor legislation,  the Corporation shall have the right  at
its  option at any time and from time to  time to purchase the whole or any part
of the  Series XXXI  Preferred shares  at the  lowest prices  at which,  in  the
opinion  part of the directors such shares  are obtainable but not exceeding the
Redemption Price thereof (the "Purchase Price"). The Purchase Price may, at  the

                                       A-32
<PAGE>

option  of the Corporation be  paid and satisfied in  the manner provided for in
Subarticle 27.4.1(b) hereof. Any shares so purchased shall be cancelled.

27.4.4    Liquidation,  Dissolution  or  Winding  Up.    In  the  event  of  the
liquidation,  dissolution or winding up of the Corporation, whether voluntary or
involuntary, or in  the event of  any other distribution  of property or  assets
among  its members for  purposes of winding  up its affairs,  the holders of the
Series XXXI Preferred shares shall be entitled to receive an amount equal to the
Redemption Price for each  issued and outstanding  Series XXXI Preferred  share,
before  any amount shall be  paid or property or  assets shall be distributed to
the holders of the Class A shares or  Class B shares or any shares of any  other
class  ranking junior to the Series XXXI Preferred shares with respect to return
of capital. After payment to the holders of the Series XXXI Preferred shares  of
the  amount so payable to  them, they shall not be  entitled to share further in
the distribution of the property or assets of the Corporation.

27.4.5  No Voting Rights;  Notice of Meetings.  Subject  to the Act, as  amended
from  time to time, or any successor legislation, the holders of the Series XXXI
Preferred shares shall  not, as such,  be entitled  to receive notice  of or  to
attend  any meeting  of the  shareholders of  the Corporation  and shall  not be
entitled to any vote at any such meeting.

                                       A-33
<PAGE>

                                   EXHIBIT B

                         SPECIAL RESOLUTION PRECLUDING
  REISSUANCE OF CLASS A VOTING SHARES AND INCREASING TO FIFTY VOTES PER SHARE
            THE VOTING RIGHTS ATTACHED TO THE CLASS A VOTING SHARES

RESOLVED as a special resolution, that:

     (a)   the  Articles  of  Rogers  Communications  Inc.  (the  "Corporation")
           (sometimes the "New Articles"), being the Articles of the Corporation
           adopted  pursuant to a special resolution  passed on the same date as
           this special resolution, in substitution for the previous Articles of
           the Corporation be altered

        (i)   by adding  to  the New  Articles  the following  as  section  7.11
              immediately after section 7.10 thereof:

           "7.11  A Class A share that has been converted to a Class B share and
           a Class  A  share that  has  been redeemed,  purchased  or  otherwise
           acquired  by  the Corporation  shall be  cancelled  and shall  not be
           reissued."

            ; and

        (ii)   by deleting from the second sentence of Article 26.4 "twenty-five
               (25)" and substituting therefor "fifty" so that hereafter Article
               26.4 shall be read in its entirety as follows:

           "26.4 The Class A shares shall entitle the holders thereof to receive
           notice of and to attend and to vote in respect of each Class A  share
           held at any and all meetings of the shareholders of the Company other
           than  any meetings of the holders of  a particular class of shares of
           which the Class A shares  do not form a part.  Each holder of one  or
           more  Class A  shares shall  be entitled  as such  to fifty  votes in
           respect of each Class A share held. The Class B shares shall  entitle
           the  holders thereof to receive  notice of and to  attend, but not to
           vote, at any  and all  meetings of  the shareholders  of the  Company
           other  than  any meetings  of the  holders of  a particular  class of
           shares of which the Class B shares do not form a part."

     (b)   after the New Articles have  become effective, this resolution  shall
           forthwith be deposited at the Corporation's records office;

     (c)   after  paragraph (b) of  this resolution has  been complied with, any
           one director  or  officer, or  any  lawyer for  the  Corporation,  is
           authorized  to complete, execute  and file a  Notice of Alteration to
           alter the  Corporation's  Notice  of  Articles,  in  accordance  with
           section  257 of the Business Corporations Act, as required by section
           259 of  the said  Act,  to reflect  the  alteration, referred  to  in
           paragraph (e) of this resolution, being made to the special rights or
           restrictions attached to the Class A Voting shares of the Corporation
           in the Articles of the Corporation;

     (d)   the   alterations  to  the  Corporation's  Articles  referred  to  in
           paragraph (a) of this  resolution shall take effect  on the date  and
           time  the Notice of Alteration referred to in paragraph (e) is filed;
           and

     (e)   since the alteration of the Articles of the Corporation provided  for
           in  subparagraph (a)(ii) of this resolution alters the special rights
           or restrictions  attached  to  the  Class  A  Voting  shares  of  the
           Corporation,  the  alterations  provided for  in  the  said paragraph
           (a)(ii), as required by section  259(4) of the Business  Corporations
           Act,  do not take effect until the Notice of Articles is altered by a
           Notice of  Alteration  to  reflect the  alteration  to  the  Articles
           provided for in subparagraph (a)(ii) of this resolution.

                                       B-1
<PAGE>

                                   EXHIBIT C

  SPECIAL SEPARATE RESOLUTION OF THE HOLDERS OF THE CLASS B NON-VOTING SHARES
                         CONSENTING TO CERTAIN CHANGES

RESOLVED,  as a  special separate  resolution, that the  holders of  the Class B
Non-Voting shares of Rogers Communications  Inc. consent to the reduction,  from
3/4  to 2/3 of  the votes cast,  in the number  of votes required  to be cast in
favour of a special separate resolution in order to pass such resolution.

                                       C-1
<PAGE>

                                   EXHIBIT D

                           ROGERS COMMUNICATIONS INC.

                           BOARD OF DIRECTORS CHARTER

     The purpose of  this charter  ("Charter") of  the board  of directors  (the
"Board") of Rogers Communications Inc. (the "Company") is to provide guidance to
Board  members as to their duties  and responsibilities. The power and authority
of the Board is subject to the provisions of applicable law.

PURPOSE OF THE BOARD

     The Board is responsible for the stewardship of the Company. This  requires
the Board to oversee the conduct of the business and affairs of the Company. The
Board  discharges some  of its  responsibilities directly  and discharges others
through committees of the Board. The Board is not responsible for the day-to-day
management and operation of the  Company's business, as this responsibility  has
been delegated to management. The Board is, however, responsible for supervising
management in carrying out this responsibility.

MEMBERSHIP

     The Board consists of directors elected by the shareholders as provided for
in  the Company's  constating documents and  in accordance  with applicable law.
From time  to time,  the  Nominating and  Corporate Governance  Committee  shall
review  the size  of the  Board to  ensure that  its size  facilitates effective
decision-making by the Board in the fulfilment of its responsibilities.

     Each member of the Board must act honestly and in good faith with a view to
the best interests  of the Company,  and must exercise  the care, diligence  and
skill   that  a   reasonably  prudent   person  would   exercise  in  comparable
circumstances. A  director  is  responsible  for the  matters  under  "Role  and
Responsibilities  of the Board" below as well  as for other duties as they arise
in the director's role.

     All members of the  Board shall have suitable  experience and skills  given
the  nature of the Company and its businesses  and have a proven record of sound
judgment. Directors are to possess characteristics and traits that reflect:

     -  high ethical standards and integrity in their personal and  professional
        dealings;

     -  the  ability to  provide thoughtful and  experienced counsel  on a broad
        range of issues and to develop a depth of knowledge of the businesses of
        the Company in order to understand  and assess the assumptions on  which
        the  Company's strategic  and business  plans are  based and  to form an
        independent judgment with respect to the appropriateness and probability
        of achieving such plans;

     -  the ability to  monitor and  evaluate the financial  performance of  the
        Company;

     -  an  appreciation  of  the  value  of  Board  and  team  performance over
        individual performance and a respect for others;

     -  an openness for the opinions of others and the willingness to listen, as
        well as  the  ability to  communicate  effectively and  to  raise  tough
        questions in a manner that encourages open and frank discussion.

     Directors  are  expected  to commit  the  time and  resources  necessary to
properly carry out their duties. Among other matters, directors are expected  to
adequately  prepare for and  attend all regularly  scheduled Board meetings. New
directors are expected to understand  fully the role of  the Board, the role  of
the  committees  of  the Board  and  the contribution  individual  directors are
expected to make.

ETHICS

     Members of the  Board shall carry  out their responsibilities  objectively,
honestly  and in good  faith with a view  to the best  interests of the Company.
Directors of the  Company are expected  to conduct themselves  according to  the
highest  standards of  personal and  professional integrity.  Directors are also
expected to set the standard for Company-wide ethical conduct and ensure ethical
behaviour and compliance with  laws and regulations. If  an actual or  potential
conflict  of interest  arises, a  director shall  promptly inform  the Chair and
shall refrain  from voting  or  participating in  discussion  of the  matter  in
respect  of which he has  an actual or potential conflict  of interest. If it is
determined that  a  significant  conflict  of  interest  exists  and  cannot  be
resolved, the director should resign.

                                       D-1
<PAGE>

     Directors  are  expected  to act  in  accordance with  applicable  law, the
Company's Articles and the Company's Directors and Officers Code of Conduct  and
Ethics.  The  Board is  required to  monitor compliance  with the  Directors and
Officers Code of Conduct and Ethics and  is responsible for the granting of  any
waivers from compliance with the Code for directors and officers.

MEETINGS

     The Board shall meet in accordance with a schedule established each year by
the  Board, and at such other times  as the Board may determine. Meeting agendas
shall be developed  in consultation with  the Chair. Board  members may  propose
agenda  items though communication with the  Chair. The Chair is responsible for
ensuring that  a suitably  comprehensive  information package  is sent  to  each
director  in advance of each meeting. At the discretion of the Board, members of
management and others may attend Board meetings, except for separate meetings of
the non-management directors of the Board.

     Directors are expected to be fully  prepared for each Board meeting,  which
requires them, at a minimum, to have read the material provided to them prior to
the meeting. At Board meetings, each director is expected to take an active role
in  discussion and decision-making. To facilitate this, the Chair is responsible
for fostering an atmosphere conducive to open discussion and debate.

     Non-management members of the Board shall  have the opportunity to meet  at
appropriate  times without  management present at  regularly scheduled meetings.
The Chair shall be responsible for presiding over meetings of the non-management
directors. Non-management Board members may propose agenda items for meetings of
non-management Board members through communication with the Chair.

ROLE AND RESPONSIBILITIES OF THE BOARD

     The Board is responsible for approving the Company's goals, objectives  and
strategies.  The Board shall adopt a  strategic planning process and approve and
review, on at least an annual basis, a strategic plan which takes into  account,
among  other things, the opportunities  and risks of the  business. The Board is
also responsible for identifying the principal risks of the Company's businesses
and overseeing  the implementation  of appropriate  risk assessment  systems  to
manage these risks.

     In  addition to the  other matters provided  in this Charter,  the Board is
also responsible for the following specific matters:

     -  review and approve management's strategic plans;

     -  review and approve  the Company's financial  objectives, business  plans
        and budgets, including capital allocations and expenditures;

     -  monitor  corporate performance against the strategic plans and business,
        operating and capital budgets;

     -  management  succession  planning,  including  appointing,  training  and
        monitoring  senior management  and, in  particular, the  Chief Executive
        Officer of the Company;

     -  providing that an appropriate  portion of senior executive  management's
        compensation  is tied to both  short-term and longer-term performance of
        the Company;

     -  monitor  the  integrity  of  the  Company's  accounting  and   financial
        reporting systems, disclosure controls and procedures, internal controls
        and management information systems;

     -  approve  acquisitions and divestitures of business operations, strategic
        investments and alliances,  major business  development initiatives  and
        any unbudgeted expenditure in excess of $5 million;

     -  the Company's communication policies, which:

       (a)   address  how the Company interacts  with analysts, investors, other
             key stakeholders and the public;

       (b)   contain measures for the Company to comply with its continuous  and
             timely disclosure obligations and to avoid selective disclosure and
             insider trading;

     -  developing   the   Company's  principles   and  approach   to  corporate
        governance;

                                       D-2
<PAGE>

     -  assess  its  own  effectiveness  in  fulfilling  its   responsibilities,
        including monitoring the effectiveness of individual directors;

     -  monitoring  compliance with the  Directors and Officers  Code of Conduct
        and Ethics.

     A director has an  important and positive role  as a representative of  the
Company.  A director is also expected  to participate in outside activities that
enhance the Company's image to investors, employees, customers and the public.

ROLE AND RESPONSIBILITIES OF THE CHAIR

     It is the policy of the Board that there be a separation of the offices  of
the  Chair and the Chief Executive Officer and that the Chair not be a member of
management of the Company. The Chair and  the Chief Executive Officer are to  be
in  regular communications during the course  of the year including with respect
to the Company's business and the responsibilities of the Board.

     The principal  responsibilities of  the  Chair of  the  Board shall  be  to
oversee,   manage  and   assist  the   Board  in   fulfilling  its   duties  and
responsibilities as a Board in an effective manner independently of  management.
The Chair shall be responsible, among other things,

     -  to chair Board meetings and annual and special meetings of shareholders,

     -  to  organize  an appropriate  annual work  plan and  regularly scheduled
        meetings for the Board,

     -  to participate in the preparation of the agenda for each Board meeting,

     -  to monitor  the  work  of  the  committees of  the  Board  and  in  that
        connection  the  Chair  may  attend, as  a  non-voting  participant, all
        meetings of Board  committees (other  than those on  which he  otherwise
        sits),

     -  to  arrange for an  appropriate information package to  be provided on a
        timely basis to each director in advance of the meeting,

     -  to  assist  in  the  Board's  evaluation  and  self-assessment  of   its
        effectiveness and implementation of improvements,

     -  to   provide  appropriate  guidance  to   individual  Board  members  in
        discharging their duties,

     -  to ensure newly appointed  directors receive an appropriate  orientation
        and education program, and

     -  to provide arrangements for members of the Board to communicate with the
        Chair  formally and informally  concerning matters of  interest to Board
        members.

PROCEDURES TO ENSURE EFFECTIVE AND INDEPENDENT OPERATION

     The Board recognizes the importance of having procedures in place to ensure
the effective  and  independent operation  of  the  Board. In  addition  to  the
policies and procedures provided elsewhere in this Charter including under "Role
and  Responsibilities of  the Chair"  set out above,  the Board  has adopted the
following procedures:

     -  the Board has complete access to the Company's management;

     -  the Board requires  timely and  accurate reporting  from management  and
        shall regularly review the quality of management's reports;

     -  subject  to  the approval  of  the Nominating  and  Corporate Governance
        Committee, individual directors  may engage an  external adviser at  the
        expense of the Company in appropriate circumstances;

     -  the  Board  shall maintain  an Investor  Relations department  and every
        investor inquiry  shall  receive a  prompt  response from  the  Investor
        Relations department or an appropriate officer of the Company;

     -  the  Chair of the Board  shall monitor the nature  and timeliness of the
        information requested  by and  provided by  management to  the Board  to
        determine if the Board can be more effective in identifying problems and
        opportunities for the Company; and

     -  the  Board, together with  the Chief Executive  Officer, shall develop a
        detailed  job  description  for   the  Chief  Executive  Officer.   This
        description  shall be approved by  the Compensation Committee. The Board
        shall assess the Chief Executive Officer against the objectives set  out
        in this job description.

                                       D-3
<PAGE>

BOARD COMMITTEES

     Subject  to limits on  delegation contained in  corporate law applicable to
the Company, the Board has the authority  to establish and carry out its  duties
through  committees and to appoint directors  to be members of these committees.
The Board assesses the matters  to be delegated to  committees of the Board  and
the   constitution  of   such  committees   annually  or   more  frequently,  as
circumstances require. From time to time the Board may create ad hoc  committees
to examine specific issues on behalf of the Board.

                                       D-4
<PAGE>

                                   EXHIBIT E

                           ROGERS COMMUNICATIONS INC.

                    DIRECTOR MATERIAL RELATIONSHIP STANDARDS

1.   INTRODUCTION

     The  Board of  Directors (the "Board")  of Rogers  Communications Inc. (the
"Company") has adopted  these Director Material  Relationship Standards for  the
purpose  of assisting the Board in making determinations whether or not a direct
or  indirect  business,   commercial,  banking,   consulting,  professional   or
charitable relationship that a director may have with the Company (which for the
purposes   of  these  Standards   includes  its  subsidiaries)   is  a  material
relationship that could, in the view of the Board, reasonably interfere with the
exercise of the director's independent judgment.

2.   STANDARD OF DIRECTOR RELATIONSHIPS

     Any business,  commercial, industrial,  banking, consulting,  professional,
charitable  or service  relationship that  may exist  between the  Company and a
director of the  Company, or  between the  Company and  an entity  of which  the
director  is a director, executive officer, partner or managing member, shall be
in the ordinary course of business of the Company and on substantially the  same
terms  as those  prevailing at  the time  for comparable  transactions with non-
affiliated persons on an arm's length basis.

3.   MATERIALITY STANDARDS

     The following relationships will be considered to be material in respect of
any director:

     (a)   The director has, within the preceding 3 fiscal years of the Company,
           been a  provider  of consulting,  professional,  investment  banking,
           advisory  or  other  services to  the  Company and  the  total direct
           compensation of the  director from  the Company in  respect of  those
           services in each such fiscal year amounted to more than U.S. $100,000
           (other  than payments arising from acting in his or her capacity as a
           director of the Company including as a part-time Chair or Vice  Chair
           of the Board or a committee of the Board).

     (b)   The director has, within the preceding 3 fiscal years of the Company,
           been  a director, executive officer, partner or managing member of an
           entity that has or had  a business, commercial, industrial,  banking,
           consulting,  professional  or service  relationship with  the Company
           and, pursuant to  that relationship,  the aggregate  annual sales  or
           billings from that entity to the Company, or from the Company to that
           entity, in each of the 3 most recently completed fiscal years of that
           entity,  amounted  to more  than  the greater  of  2 percent  of that
           entity's consolidated gross revenues and U.S. $1,000,000.

4.   OTHER DIRECTOR RELATIONSHIPS

     If a  director has  any  other direct  or  indirect relationship  with  the
Company  other than those set forth  in 3(a) or (b) above  the Board will make a
determination whether that director has a material relationship with the Company
based on a consideration of all relevant facts and circumstances.

5.   INTERPRETATION

     For the purposes of these Standards,  the terms used herein shall have  the
following meanings:

     (a)   "entity"  -- includes  a body  corporate, a  partnership, a  trust, a
           joint venture or an unincorporated association or organization;

     (b)   "subsidiary" --  a body  corporate is  a subsidiary  of another  body
           corporate  if (a) it is controlled  by (i) that other body corporate,
           (ii) that other body corporate and one or more bodies corporate  each
           of  which is controlled by that body  corporate, or (iii) two or more
           bodies corporate  each of  which  is controlled  by that  other  body
           corporate,  or (b) it is  a subsidiary of a  body corporate that is a
           subsidiary of that other body corporate.

                                       E-1
<PAGE>

                                   EXHIBIT F

                           ROGERS COMMUNICATIONS INC.

               DIRECTORS AND OFFICERS CODE OF CONDUCT AND ETHICS

     The Board of  Directors (the  "Board") of Rogers  Communications Inc.  (the
"Company",  which for  the purpose of  this Code includes  its subsidiaries) has
adopted this  code of  conduct and  ethics  for directors  and officers  of  the
Company (the "Code") to:

     -  endorse  and  promote the  Company's  commitment to  honest  and ethical
        conduct, including fair  dealing and  ethical handling  of conflicts  of
        interest;

     -  promote full, fair, accurate, timely and understandable disclosure;

     -  promote  compliance  with  applicable laws  and  governmental  rules and
        regulations;

     -  ensure the protection  of the Company's  legitimate business  interests,
        including corporate opportunities, assets and confidential information;

     -  deter wrongdoing.

     All  directors and officers of the Company are expected to be familiar with
the Code and to adhere to those principles and procedures set forth in the  Code
that  apply to  them. The Company's  more detailed policies  and procedures that
apply to  all employees  of the  Company  set forth  in the  Company's  Business
Conduct Guidelines are separate requirements and are not part of this Code.

     For purposes of this Code, the "Code of Ethics Contact Person" will be, for
the  members of  the Board, the  Chair of  the Board or  the Chair  of the Audit
Committee of the Board, and for the officers of the Company, the General Counsel
of the Company or the Chair of the Board.

I.   HONEST AND CANDID CONDUCT

     Each director and officer owes a duty to the Company to act with integrity.
Integrity requires,  among other  things, being  honest and  candid. Deceit  and
subordination of principle are inconsistent with integrity.

     Each director and officer must:

     -  act  with  integrity,  including  being honest  and  candid  while still
        maintaining  the  confidentiality  of  information  where  required   or
        consistent with the Company's policies.

     -  observe  both the  form and spirit  of applicable  laws and governmental
        rules and regulations, accounting standards and Company policies.

     -  adhere to a high standard of business ethics.

II.  CONFLICTS OF INTEREST

     A "conflict of interest"  occurs when an  individual's private or  personal
interest  interferes,  or may  appear to  interfere, with  the interests  of the
Company. A  conflict of  interest can  arise when  a director  or officer  takes
actions  or  has interests  that may  make it  difficult to  perform his  or her
Company work objectively and  effectively. For example,  a conflict of  interest
would  arise if a director or officer, or  member or his or her family, receives
improper personal benefits as a  result of his or  her position in the  Company.
Any  material transaction or  relationship that could  reasonably be expected to
give rise to a conflict of interest should be discussed with the Code of  Ethics
Contact Person.

     In  considering a conflict of interest  between a director and the Company,
consideration shall be  given to  the Director  Material Relationship  Standards
approved by the Board.

     Officers  of  the Company  are  also to  comply  with the  Company's Policy
Regarding  Senior   Officers   Accepting   Directorships   with   Non-Affiliated
Corporations.

     Conflict  of  interest  situations  involving  directors  and  officers may
include the following:

     -  any material ownership or financial interest in any supplier of goods or
        services to the Company or in any major customer of the Company;

     -  any consulting or employment relationship with any major customer of the
        Company, supplier or competitor;

                                       F-1
<PAGE>

     -  any outside business activity that detracts from an individual's ability
        to devote appropriate time and attention to his or her  responsibilities
        with the Company;

     -  the  receipt of  non-nominal gifts  or excessive  entertainment from any
        company with  which  the Company  has  current or  prospective  business
        dealings;

     -  being  in the position of supervising, reviewing or having any influence
        on the job evaluation, pay or benefit of any immediate family member.

     Anything that  would present  a  conflict of  interest  for a  director  or
officer would likely also present a conflict if it is related to a member of his
or her immediate family.

     Conflicts  of interest between a director or officer and the Company are to
be disclosed to  the Board,  the Chief  Executive Officer  or a  Code of  Ethics
Contact  Person and reported  to the Audit  Committee of the  Board on a regular
basis.

III. DISCLOSURE

     Each director  or officer  involved in  the Company's  disclosure  process,
including  the  Chief  Executive Officer  and  the Chief  Financial  Officer, is
required to be familiar with and  comply with the Company's disclosure  controls
and  procedures and  internal control  over financial  reporting, to  the extent
relevant to his  or her  area of responsibility,  so that  the Company's  public
reports  filed with securities commissions  and regulatory authorities comply in
all material  respects  with  the  applicable  securities  laws  and  rules.  In
addition,  each  such person  having direct  or supervisory  authority regarding
these regulatory filings or the Company's other public communications concerning
its general business, results, financial condition and prospects should, to  the
extent  appropriate within his or her area of responsibility, consult with other
Company officers and employees and take other appropriate steps regarding  these
disclosures   with  the  goal  of  making   full,  fair,  accurate,  timely  and
understandable disclosure.

     Each director  or  officer who  is  involved in  the  Company's  disclosure
process,  including the Chief Executive Officer and the Chief Financial Officer,
must:

     -  familiarize  himself  or  herself   with  the  disclosure   requirements
        applicable  to  the  Company  as  well  as  the  business  and financial
        operations of the Company;

     -  not knowingly misrepresent, or cause others to misrepresent, facts about
        the Company to others, whether within or outside the Company,  including
        to  the  Company's  independent  auditors,  governmental  regulators and
        self-regulatory organizations; and

     -  properly review and critically analyse proposed disclosure for  accuracy
        and completeness (or, where appropriate, delegate this task to others).

IV. COMPLIANCE

     It  is the Company's policy  to comply with all  applicable laws, rules and
regulations. It is the personal responsibility  of each officer and director  to
adhere  to  the standards  and  restrictions imposed  by  those laws,  rules and
regulations.

     It is  against Company  policy  and in  many  circumstances illegal  for  a
director  or  officer to  profit from  undisclosed  information relating  to the
Company or any other company. A director or officer may not purchase or sell any
of  the  Company's  securities  while  in  possession  of  material   non-public
information  relating  to  the Company.  Also,  a  director or  officer  may not
purchase or sell  securities of  any other company  while in  possession of  any
material non-public information relating to that company.

     Any  director or officer who is uncertain about the legal rules involving a
purchase or  sale  of, or  other  dealings in,  any  Company securities  or  any
securities  in companies that he or she is familiar with by virtue of his or her
work for the  Company, should consult  with the General  Counsel of the  Company
before making any such transaction.

     Directors  and  officers are  also to  comply  with the  Company's policies
relating to insider trading and blackout periods for insider trading.

V.  REPORTING, ACCOUNTABILITY AND WAIVERS

     The Audit Committee is responsible for monitoring compliance with the Code,
applying this Code to specific situations in which questions are presented to it
and has  the authority  to  interpret this  Code  in any  particular  situation.

                                       F-2
<PAGE>

Any director or officer who becomes aware of any existing or potential violation
of  this Code is required to notify  the Code of Ethics Contact Person promptly.
Failure to do so is itself a violation of this Code.

     Any questions relating to  how this Code should  be interpreted or  applied
should  be addressed to the Code of Ethics Contact Person. A director or officer
who is  unsure of  whether a  situation violates  this Code  should discuss  the
situation   with  the  Code  of  Ethics   Contact  Person  to  prevent  possible
misunderstandings and embarrassment at a later date.

     The Company  will  follow the  following  procedures in  investigating  and
enforcing this Code, and in reporting on the Code:

     -  Violations  and potential  violations will  be reported  by the  Code of
        Ethics  Contact  Person  to  the  Audit  Committee,  after   appropriate
        investigation.

     -  The  Audit Committee will take all appropriate action to investigate any
        alleged violations reported to them after appropriate investigation.

     -  If the Audit  Committee determines  that a violation  has occurred,  the
        Audit Committee will inform the Board.

     -  Upon  being notified that a violation  has occurred, the Board will take
        such disciplinary or preventive  action as it  deems appropriate, up  to
        and  including dismissal or,  in the event of  criminal or other serious
        violations of law, notification of appropriate governmental authorities.

     The Company may  waive specific  provisions of  this Code  in a  particular
situation.  Any waiver of the Code for  directors or officers of the Company may
be made only by the Board or by the Audit Committee of the Board and reported to
the Board. Any waiver by the Company of a provision of the Code to a director or
officer that relates to  a material item  shall be disclosed  by the Company  in
accordance with applicable legal and regulatory requirements.

VI. CORPORATE OPPORTUNITIES

     Directors  and officers owe a duty to  the Company to advance the Company's
business interests when the opportunity to do so arises. Directors and  officers
are  prohibited  from  taking  (or  directing  to  a  third  party)  a  business
opportunity  that  is  discovered  through   the  use  of  corporate   property,
information  or  position,  unless  the Company  has  already  been  offered the
opportunity and  turned it  down.  More generally,  directors and  officers  are
prohibited  from using corporate property,  information or position for personal
gain and from competing with the Company.

     Sometimes the line between  personal and Company  benefits is difficult  to
draw,  and there are  both personal and Company  benefits in certain activities.
Directors and officers who intend to make use of Company property or services in
a manner not  solely for the  benefit of the  Company should consult  beforehand
with the Code of Ethics Contact Person.

VII. CONFIDENTIALITY

     In  carrying out the  Company's business, directors  and officers may learn
confidential or  proprietary  information  about  the  Company,  its  customers,
suppliers,  or joint venture  parties. Directors and  officers must maintain the
confidentiality of all information so entrusted to them, except when  disclosure
is  authorized or legally  mandated. Confidential or  proprietary information of
the Company, and other companies, includes any non-public information that would
be harmful  to the  relevant company  or  useful or  helpful to  competitors  if
disclosed.

     Confidential information shall not be used for personal gain.

VIII. FAIR DEALING

     The   Company  has  a   history  of  succeeding   through  honest  business
competition. The Company does not seek competitive advantages through illegal or
unethical business practices. Each director and officer should endeavour to deal
fairly with the Company's  customers, service providers, suppliers,  competitors
and  employees. No  director or officer  should take unfair  advantage of anyone
through   manipulation,   concealment,   abuse   of   privileged    information,
misrepresentation of material facts, or any unfair dealing practice.

IX. PROTECTION AND PROPER USE OF COMPANY ASSETS

     All  directors and officers should protect  the Company's assets and ensure
their efficient  use. All  Company assets  should be  used only  for  legitimate
business purposes.

                                       F-3
<PAGE>

                                   EXHIBIT G

                           ROGERS COMMUNICATIONS INC.

                            AUDIT COMMITTEE CHARTER

PURPOSE OF AUDIT COMMITTEE

     The  Audit Committee shall  assist the board of  directors (the "Board") of
Rogers  Communications  Inc.  (the   "Company")  in  fulfilling  its   oversight
responsibilities  in the following principal  areas: (i) accounting policies and
practices, (ii)  the financial  reporting  process, (iii)  financial  statements
provided  by the Company to the public,  (iv) the systems of internal accounting
and financial controls,  (v) the qualifications,  independence, appointment  and
oversight  of the  work of  the external  auditors, (vi)  the qualifications and
performance of the internal auditors, and (vii) compliance with applicable legal
and regulatory requirements.

     In  addition  to  the  responsibilities  specifically  enumerated  in  this
Charter,  the Board may refer to the  Audit Committee such matters and questions
relating to the  financial position  of the Company  and its  affiliates as  the
Board may from time to time see fit.

MEMBERSHIP

     The  Audit Committee shall consist of at least three directors appointed by
the Board as provided  for in the  Articles of the  Company. The appointment  of
members  shall occur annually and members  are subject to removal or replacement
at any  time  by  the Board.  The  members  shall be  selected  based  upon  the
following, in accordance with applicable laws, rules and regulations:

     (a)   INDEPENDENCE.  Each member  shall be  independent in  accordance with
           applicable legal and regulatory requirements and in such regard shall
           have no direct  or indirect  material relationship  with the  Company
           which  could, in the view of the Board, reasonably interfere with the
           exercise of a member's independent judgment.

     (b)   FINANCIALLY LITERATE. Each  member shall be  financially literate  or
           must  become financially literate within  a reasonable period of time
           after his  or  her appointment  to  the Audit  Committee.  For  these
           purposes,  an individual is financially literate if he or she has the
           ability to read  and understand  a set of  financial statements  that
           present  a breadth and level of  complexity of accounting issues that
           are generally comparable to the breadth and complexity of the  issues
           that  can  reasonably  be  expected to  be  raised  by  the Company's
           financial statements.

     (c)   COMMITMENT. In addition to being a member of the Audit Committee  and
           of  any audit committee of any affiliate  of the Company, if a member
           of the Audit Committee  is also on the  audit committee of more  than
           two  additional public  companies, the  Board, or  the Nominating and
           Corporate   Governance   Committee,   shall   determine   that   such
           simultaneous  service does not  impair the ability  of such member to
           serve effectively on the Company's Audit Committee.

CHAIR AND SECRETARY

     The Chair of the  Audit Committee shall  be selected by  the Board. If  the
Chair  is not present, the members of  the Audit Committee may designate a Chair
for the meeting by majority  vote of the members  present. The Secretary of  the
Company  shall be  the Secretary  of the Audit  Committee, provided  that if the
Secretary is not present, the Chair of  the meeting may appoint a secretary  for
the  meeting with the consent of the  Audit Committee members who are present. A
member of the Committee may be designated as the liaison member to report on the
deliberations of the Audit Committees of affiliated companies.

MEETINGS

     The times and locations of meetings of the Audit Committee and the  calling
of and procedures at such meetings, shall be determined from time to time by the
Audit  Committee, in consultation with  management when necessary, provided that
there shall be a minimum  of four meetings per  year. The Audit Committee  shall
have  sufficient notice in  order to prepare  for each meeting.  Notice of every
meeting shall be given to the external and internal auditors of the Company, and
meetings shall be convened  whenever requested by the  external auditors or  any
member of the Audit Committee in accordance with applicable law.

                                       G-1
<PAGE>

MEETING AGENDAS

     Agendas for meetings of the Audit Committee shall be developed by the Chair
of  the Committee in  consultation with management  and the corporate secretary,
and shall be circulated to Audit Committee members prior to Committee meetings.

RESOURCES AND AUTHORITY

     The Audit Committee shall have the resources and the authority to discharge
its responsibilities, including the authority to  engage, at the expense of  the
Company,  outside consultants, independent legal  counsel and other advisors and
experts as it  determines necessary  to carry  out its  duties, without  seeking
approval of the Board or management.

     The  Audit Committee shall have the  authority to conduct any investigation
necessary and appropriate  to fulfilling  its responsibilities,  and has  direct
access  to and the authority to communicate directly with the external auditors,
internal auditors, the  general counsel of  the Company and  other officers  and
employees of the Company.

     The  members of the Audit Committee shall have the right for the purpose of
performing their duties to inspect all the books and records of the Company  and
its  subsidiaries  and to  discuss  such accounts  and  records and  any matters
relating to the financial position, risk management and internal controls of the
Company with the officers and external and internal auditors of the Company  and
its  subsidiaries. Any member of the Audit Committee may require the external or
internal auditors to attend any or every meeting of the Audit Committee.

RESPONSIBILITIES

     The  Company's  management  is  responsible  for  preparing  the  Company's
financial  statements  and the  external auditors  are responsible  for auditing
those financial  statements. The  Committee is  responsible for  overseeing  the
conduct  of those activities by the  Company's management and external auditors,
and overseeing the activities of  the internal auditors. The Company's  external
auditors  are  accountable to  the Audit  Committee,  as representatives  of the
Company's shareholders.

     It is recognized  that members  of the  Audit Committee  are not  full-time
employees  of the Company and  do not represent themselves  to be accountants or
auditors by profession or experts in the fields of accounting or auditing or the
preparation of financial statements. It is not the duty or responsibility of the
Audit Committee  or  its members  to  conduct "field  work"  or other  types  of
auditing or accounting reviews or procedures. Each member of the Audit Committee
shall   be  entitled  to  rely  on  (i)  the  integrity  of  those  persons  and
organizations within and outside the Company from whom it receives  information,
and  (ii) the accuracy  of the financial  and other information  provided to the
Audit Committee by such persons or organizations absent actual knowledge to  the
contrary.

     The  specific responsibilities of  the Audit Committee  shall include those
listed below.  The enumerated  responsibilities are  not meant  to restrict  the
Audit Committee from examining any matters related to its purpose.

1.   FINANCIAL REPORTING PROCESS AND FINANCIAL STATEMENTS

     (a)   in consultation with the external auditors and the internal auditors,
           review  the integrity  of the Company's  financial reporting process,
           both internal and external, and any  major issues as to the  adequacy
           of the internal controls and any special audit steps adopted in light
           of material control deficiencies;

     (b)   review  all material transactions and material contracts entered into
           by the Company (and any subsidiary) with any insider or related party
           of  the  Company,  other   than  officer  or  employee   compensation
           arrangements approved or recommended by the Compensation Committee or
           director  remuneration approved or recommended  by the Nominating and
           Corporate Governance Committee;

     (c)   review and  discuss with  management and  the external  auditors  the
           Company's  annual audited  consolidated financial  statements and its
           interim unaudited consolidated financial statements, and discuss with
           the external  auditors  the  matters  required  to  be  discussed  by
           generally  accepted  auditing  standards  in  Canada  and  the United
           States, as may  be modified  or supplemented, and  for such  purpose,
           receive  and  review  an  annual  report  by  the  external  auditors
           describing: (i) all critical  accounting policies and practices  used
           by  the Company, (ii) all  material alternative accounting treatments
           of  financial  information   within  generally  accepted   accounting
           principles  that have been discussed  with management of the Company,
           including the ramifications  of the use  such alternative  treatments
           and    disclosures    and    the   treatment    preferred    by   the

                                       G-2
<PAGE>

           external auditors, and  (iii) other  material written  communications
           between the external auditors and management, and discuss such annual
           report with the external auditors;

     (d)   following  completion  of  the  annual  audit,  review  with  each of
           management, the  external  auditors  and the  internal  auditors  any
           significant  issues, concerns or  difficulties encountered during the
           course of the audit;

     (e)   resolve disagreements between  management and  the external  auditors
           regarding financial reporting;

     (f)   review  the  interim quarterly  and  annual financial  statements and
           annual and interim press  releases prior to  the release of  earnings
           information;

     (g)   review and be satisfied that adequate procedures are in place for the
           review  of  the public  disclosure  of financial  information  by the
           Company extracted or derived from the Company's financial statements,
           other than the disclosure referred to in (f), and periodically assess
           the adequacy of those procedures; and

     (h)   meet separately,  periodically, with  management, with  the  internal
           auditors and with the external auditors.

2.   EXTERNAL AUDITORS

     (a)   require  the  external  auditors  to  report  directly  to  the Audit
           Committee;

     (b)   be directly responsible for the selection, nomination,  compensation,
           retention,  termination and  oversight of  the work  of the Company's
           external auditors engaged for the purpose of preparing or issuing  an
           auditor's report or performing other audit, review or attest services
           for  the  Company, and  in  such regard  recommend  to the  Board the
           external auditors to be nominated for approval by the shareholders;

     (c)   pre-approve all audit engagements and  the provision by the  external
           auditors  of all non-audit services, including fees and terms for all
           audit engagements and non-audit engagements,  and in such regard  the
           Audit  Committee may  establish the  types of  non-audit services the
           external auditors  shall  be  prohibited  from  providing  and  shall
           establish  the types of  audit, audit related  and non-audit services
           for which the Audit Committee will retain the external auditors.  The
           Audit  Committee  may delegate  to  one or  more  of its  members the
           authority to pre-approve non-audit  services, provided that any  such
           delegated  pre-approval  shall be  exercised  in accordance  with the
           types of  particular  non-audit  services  authorized  by  the  Audit
           Committee  to be provided by the external auditor and the exercise of
           such delegated pre-approvals  shall be  presented to  the full  Audit
           Committee at its next scheduled meeting following such pre-approval;

     (d)   review  and approve the Company's policies for the hiring of partners
           and employees  and  former partners  and  employees of  the  external
           auditors;

     (e)   consider,  assess  and  report  to  the  Board  with  regard  to  the
           independence and performance of the external auditors; and

     (f)   request and review a report by the external auditors, to be submitted
           at  least   annually,   regarding  the   auditing   firm's   internal
           quality-control  procedures, any  material issues raised  by the most
           recent internal  quality-control  review,  or  peer  review,  of  the
           auditing  firm, or by any inquiry or investigation by governmental or
           professional authorities, within the preceding five years, respecting
           one or more independent audits carried out by the external  auditors,
           and any steps taken to deal with any such issues.

3.   ACCOUNTING SYSTEMS AND INTERNAL CONTROLS

     (a)   oversee  management's design  and implementation of  and reporting on
           internal controls. Receive  and review reports  from management,  the
           internal  auditors  and  the  external auditors  with  regard  to the
           reliability and  effective  operation  of  the  Company's  accounting
           system and internal controls; and

     (b)   review   the  activities,  organization  and  qualifications  of  the
           internal  auditors  and  discuss  with  the  external  auditors   the
           responsibilities, budget and staffing of the internal audit function.

4.   LEGAL AND REGULATORY REQUIREMENTS

     (a)   receive  and  review  timely analysis  by  management  of significant
           issues relating to public disclosure and reporting;

     (b)   review, prior to finalization,  periodic public disclosure  documents
           containing   financial   information,   including   the  Management's
           Discussion and Analysis and Annual Information Form;

                                       G-3
<PAGE>

     (c)   prepare the report of the Audit Committee required to be included  in
           the Company's periodic filings;

     (d)   review  with the Company's General  Counsel legal compliance matters,
           significant litigation  and other  legal matters  that could  have  a
           significant impact on the Company's financial statements; and

     (e)   assist  the  Board  in the  oversight  of compliance  with  legal and
           regulatory requirements.

5.   ADDITIONAL RESPONSIBILITIES

     (a)   discuss policies with respect to risk assessment and risk management;

     (b)   establish procedures and policies for the following

        (i)   the receipt, retention and treatment of complaints received by the
              Company regarding  accounting,  internal  accounting  controls  or
              auditing matters, and

        (ii)   the  confidential,  anonymous  submission  by  employees  of  the
               Company of concerns regarding questionable accounting or auditing
               matters;

     (c)   prepare and review with the Board an annual performance evaluation of
           the Audit Committee;

     (d)   review earnings guidance provided to analysts and rating agencies;

     (e)   report regularly to the Board, including with regard to matters  such
           as  the quality or  integrity of the  Company's financial statements,
           compliance with legal or regulatory requirements, the performance  of
           the  internal audit function, and the performance and independence of
           the external auditors; and

     (f)   review and reassess the adequacy of the Audit Committee's Charter  on
           an annual basis.

                                       G-4

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.11
<SEQUENCE>12
<FILENAME>t14763exv4w11.txt
<DESCRIPTION>EX-4.11
<TEXT>
<PAGE>


Rogers Closes Previously Announced C$250 Million Equity Issuance

      TORONTO, June 16 /CNW/ -- Further to its release of June 9, 2004, Rogers
Communications Inc. (TSX: RCI.A and RCI.B, NYSE: RG) (the "Company") announced
today that it has closed the issuance of 9,541,985 Class B Non-Voting shares
(the "Shares") to RBC Capital Markets. The Shares were sold on a "bought deal"
basis at a price of C$26.20 per Share for net proceeds, excluding expenses, of
approximately C$240 million. The net proceeds will be used for general corporate
purposes.

      Copies of the final shelf prospectus and prospectus supplement may be
obtained from RBC Capital Markets, P.O. Box 50, 200 Bay Street, Toronto,
Ontario, M5J 2W7, telephone (416) 842-2000.

      This news release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of the shares in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such
jurisdiction.

      Cautionary Statement Regarding Forward Looking Information: This news
release includes certain forward looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995 that involve risks and
uncertainties. Rogers Communications Inc. (the "Company") cautions that actual
future performance will be affected by a number of factors, including
technological change, regulatory change and competitive factors, many of which
are beyond the Company's control. Therefore, future events and results may vary
substantially from what the Company currently foresees. The Company is under no
obligation to (and expressly disclaims any such obligation to) update or alter
its forward looking statements whether as a result of new information, future
events or otherwise. Important additional information identifying risks and
uncertainties is contained in the Company's most recent Annual Report and Annual
Information Form filed with the Ontario Securities Commission and the United
States Securities and Exchange Commission.

      About Rogers Communications: Rogers Communications Inc. (TSX: RCI.A and
RCI.B; NYSE: RG) is a diversified Canadian communications and media company,
which is engaged in cable television, high-speed Internet access and video
retailing through Canada's largest cable television provider Rogers Cable Inc.;
wireless voice and data communications services through Canada's leading
national GSM/GPRS cellular provider Rogers Wireless Communications Inc.; and
radio, television broadcasting, televised shopping and publishing businesses
through Rogers Media Inc.

/For further information: (Investors and Analysts): Bruce M. Mann, (416)
935-3532, bruce.mann@rci.rogers.com; Eric Wright, (416) 935-3550,
eric.wright@rci.rogers.com; (Media): Jan Innes, (416) 935-3525,
jinnes@rci.rogers.com; Archived images on this organization are available
through CNW E-Pix at http://www.newswire.ca. Images are free to members of The
Canadian Press./

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.12
<SEQUENCE>13
<FILENAME>t14763exv4w12.txt
<DESCRIPTION>EX-4.12
<TEXT>
<PAGE>
                                  FORM 51-102F3

                             MATERIAL CHANGE REPORT

THE SHORT FORM BASE SHELF PROSPECTUS OF ROGERS COMMUNICATIONS INC. DATED APRIL
15, 2004, IS AMENDED AND SUPPLEMENTED BY THE CONTENTS OF THIS MATERIAL CHANGE
REPORT.

ITEM 1    NAME AND ADDRESS OF COMPANY

          Rogers Communications Inc. ("RCI")

          The principal office of RCI is located at:
          333 Bloor Street East
          Toronto, Ontario
          M4W 1G9

ITEM 2    DATE OF MATERIAL CHANGE

          September 13, 2004 and September 16, 2004

ITEM 3    NEWS RELEASE

          News releases were issued through Canada NewsWire on September 13,
          2004 and September 16, 2004. A copy of each of the news releases is
          attached as Schedule A to this material change report.

ITEM 4    SUMMARY OF MATERIAL CHANGE

          RCI and Rogers Wireless Communications Inc. ("Rogers Wireless")
          announced that RCI has entered into an agreement with JVII General
          Partnership ("JVII"), a partnership owned by AT&T Wireless Services,
          Inc. ("AWE") whereby RCI has agreed to purchase all of JVII's
          27,647,888 Class A Multiple Voting shares and 20,946,284 Class B
          Restricted Voting shares of Rogers Wireless for a cash purchase price
          of $36.37 per share. A copy of the purchase agreement has been filed
          separately on SEDAR.

          RCI and Rogers Wireless also announced that Rogers Wireless has made
          filings iwth the Canadian Competition Bureau regarding a possible
          offer to acquire Microcell Telecommunications Inc. ("Microcell") and
          is amending the RCI short form base shelf prospectus dated April 15,
          2004 to reflect such filings and RCI's press releases dated September
          13, 2004.

ITEM 5    FULL DESCRIPTION OF MATERIAL CHANGE

          Closing of the transaction with JVII is expected to occur on or about
          October 13, 2004, with RCI entitled to accelerate that date upon
          written notice to JVII. Upon closing, JVII will convert the Class A
          Multiple Voting shares into Class B Restricted Voting shares of Rogers
          Wireless. Also upon closing, the shareholders' agreement among RCI,
          Rogers Wireless and JVII dated August 16, 1999, as amended, and the
          registration rights agreement between Rogers Wireless and JVII, also
          dated August 16, 1999 will terminate.

          RCI expects to fund the approximate C$1,767.4 million cash purchase
          price for the 48.6 million Rogers Wireless shares under a bridge
          financing facility of up to two years with a group of Canadian
          financial institutions.

          Under the September 13, 2004 purchase agreement, JVII has agreed that
          its consent is not required under the shareholders' agreement in order
          for RCI or Rogers Wireless to offer to purchase or acquire shares or
          assets of Microcell. This provision is to enhance the flexibility of
          RCI and Rogers Wireless as it pertains to their ongoing review of
          current wireless industry developments and consolidation activities
          and the related possibility of offering to purchase, alone or with
          others, shares or assets of Microcell. The second September 13, 2004
          news release indicated that neither RCI nor Rogers Wireless has made
          any


<PAGE>


          decision in respect of any such matters and there is no assurance that
          any such initiative will be pursued.

          The September 16, 2004 news release indicated that Rogers Wireless has
          filed a request for an advance ruling certificate and a short form
          pre-merger notification with the Canadian Competition Bureau relating
          to a possible offer to acquire all of the outstanding shares of
          Microcell. Those filings have been made to put Rogers Wireless in a
          position to make such an offer on an expedited basis if a decision
          were to be made to do so. In addition, Rogers Wireless has previously
          entered into a Confidentiality and Standstill Agreement with
          Microcell, has performed certain due diligence under that agreement,
          and has had preliminary discussions with Microcell and others and
          expects such discussions to continue.

          RCI and Rogers Wireless intend to continue to take appropriate steps
          that would expedite the making of a possible offer to purchase, alone
          or with others, shares or assets of Microcell, if a decision were to
          be made to do so. There is no assurance that such offer would be made.
          The funding for such an offer has not been arranged.

ITEM 6    RELIANCE ON SUBSECTION 7.1(2) OR (3) OF NATIONAL INSTRUMENT 51-102

          Not applicable.

ITEM 7    OMITTED INFORMATION

          No significant facts remain confidential in, and no information has
          been omitted from, this report.

ITEM 8    EXECUTIVE OFFICER

          For further information please contact Bruce M. Mann, Vice
          President, Investor Relations at (416) 935-3532.

ITEM 9    DATE OF REPORT

          September 16, 2004



<PAGE>

                    CERTIFICATE OF ROGERS COMMUNICATIONS INC.

September 16, 2004

The short form prospectus dated April 15, 2004, as amended by this material
change report, together with the documents incorporated in the prospectus by
reference, constitutes full, true and plain disclosure of all material facts
relating to the securities offered by the prospectus as required by the
securities legislation of each of the provinces of Canada. For the purpose of
the Province of Quebec, the short form prospectus, as amended by this material
change report and as supplemented by the permanent information record, contains
no misrepresentation that is likely to affect the value or the market price of
the securities to be distributed.





(SIGNED)   EDWARD S. ROGERS, O.C.      (SIGNED)   ALAN D. HORN
           President and                          Vice President, Finance
           Chief Executive Officer                and Chief Financial Officer



                       On behalf of the Board of Directors



(SIGNED)   H. GARFIELD EMERSON, Q.C.   (SIGNED)   THE HONOURABLE DAVID R.
           Director                               PETERSON, P.C., Q.C.
                                                  Director





<PAGE>

                         CERTIFICATE OF THE UNDERWRITER

Date:  September 16, 2004

To the best of our knowledge, information and belief, the short form prospectus
dated April 15, 2004, as amended by this material change report, together with
the documents incorporated in the prospectus by reference, constitutes full,
true and plain disclosure of all material facts relating to the securities
offered by the prospectus as required by the securities legislation of each of
the provinces of Canada. For the purpose of the province of Quebec, to our
knowledge, the short form prospectus, as amended by this material change report
and as supplemented by the permanent information record, contains no
misrepresentation that is likely to affect the value or the market price of the
securities to be distributed.


                          RBC DOMINION SECURITIES INC.



                             By: (Signed) JOHN GRANT



<PAGE>

                                   SCHEDULE A

                                  NEWS RELEASES







<PAGE>


[ROGERS COMMUNICATIONS INC. LOGO]     [ROGERS WIRELESS COMMUNICATIONS INC. LOGO]

ROGERS COMMUNICATIONS INC.                   ROGERS WIRELESS COMMUNICATIONS INC.

ATTENTION BUSINESS EDITORS:

ROGERS AND AT&T WIRELESS NEGOTIATE POSSIBLE SALE OF AT&T WIRELESS' 34% STAKE
IN ROGERS WIRELESS TO ROGERS COMMUNICATIONS

     TORONTO, Sept. 13 /CNW/ - Rogers Communications Inc. ("RCI") and Rogers
Wireless Communications Inc. ("Rogers Wireless") announced this morning that RCI
and AT&T Wireless Services, Inc. ("AWE") on behalf of JVII General Partnership
("JVII") have reached agreement in principle for the sale by JVII of its 48.6
million shares of Rogers Wireless to RCI for a cash purchase price of $36.37 per
share. The parties are working toward obtaining board and other approvals and
anticipate an announcement regarding an agreement later today. There can be no
assurances that such agreement will be finalized or that such transaction will
be completed.

     Cautionary Statement Regarding Forward Looking Information:

     This news release includes certain forward looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995 that involve
risks and uncertainties. We caution that actual future performance will be
affected by a number of factors, including technological change, regulatory
change and competitive factors, many of which are beyond our control. Therefore,
future events and results may vary substantially from what we currently foresee.
We are under no obligation to (and expressly disclaim any such obligation to)
update or alter any forward looking statements whether as a result of new
information, future events or otherwise. Important additional information
identifying risks and uncertainties is contained in our most recent Annual
Reports and Annual Information Forms filed with the applicable Canadian
securities regulatory authorities and the U.S. Securities and Exchange
Commission.

     About the Companies:

     Rogers Communications Inc. (TSX: RCI.A and RCI.B; NYSE: RG) is a
diversified Canadian communications and media company, which is engaged in cable
television, high-speed Internet access and video retailing through Canada's
largest cable television provider Rogers Cable Inc.; wireless voice and data
communications services through Canada's leading national GSM/GPRS cellular
provider Rogers Wireless Communications Inc.; and radio, television
broadcasting, televised shopping and publishing businesses through Rogers Media
Inc.

     Rogers Wireless Communications Inc. (TSX: RCM.B; NYSE: RCN) operates
Canada's largest integrated wireless voice and data network, providing advanced
voice and wireless data solutions to customers from coast to coast on its
GSM/GPRS network, the world standard for wireless communications technology. The
Company has approximately 4.1 million customers, and has offices in Canadian
cities across the country. Rogers Wireless Communications Inc. is approximately
55.6% owned by Rogers Communications Inc. and 34% owned by AT&T Wireless
Services, Inc.


For further information: Bruce M. Mann, (416) 935-3532,
bruce.mann@rci.rogers.com; Eric Wright, (416) 935-3550,
eric.wright@rci.rogers.com;



<PAGE>


[ROGERS COMMUNICATIONS INC. LOGO]     [ROGERS WIRELESS COMMUNICATIONS INC. LOGO]

ROGERS COMMUNICATIONS INC.                   ROGERS WIRELESS COMMUNICATIONS INC.

ATTENTION BUSINESS EDITORS:

ROGERS COMMUNICATIONS TO ACQUIRE AT&T WIRELESS' STAKE IN ROGERS WIRELESS, 34%
STAKE TO BE ACQUIRED FOR CASH PURCHASE PRICE OF C$36.37 PER SHARE

     Customers of Both Companies to Continue Enjoying the Powerful Benefits of
     Seamless Wireless Voice and Data Roaming Between Canada and the U.S. on
     North America's Largest Combined GSM/GPRS Network

     TORONTO, Sept. 13 /CNW/ - Rogers Communications Inc. ("RCI") and Rogers
Wireless Communications Inc. ("Rogers Wireless") announced today that RCI has
entered into an agreement with JVII General Partnership ("JVII"), a partnership
owned by AT&T Wireless Services, Inc., whereby RCI has agreed to purchase all of
JVII's 27,647,888 Class A Multiple Voting shares ("Class A shares") and
20,946,284 Class B Restricted Voting shares ("Class B shares") of Rogers
Wireless for a cash purchase price of C$36.37 per share.

     Closing of the transaction is expected to occur on or about October 13,
2004, with RCI entitled to accelerate that date upon written notice to JVII.
Upon closing, JVII will convert the Class A shares into Class B shares of Rogers
Wireless. Also upon closing, the shareholders' agreement among RCI, Rogers
Wireless and JVII dated August 16, 1999, as amended, and the registration rights
agreements between RWCI and JVII, also dated August 16, 1999, will terminate.

     Under the purchase agreement, JVII has agreed that its consent is not
required under the shareholders' agreement in order for RCI or Rogers Wireless
to offer to purchase or acquire shares or assets of Microcell Telecommunications
Inc. This provision is to enhance the flexibility of RCI and Rogers Wireless as
it pertains to their ongoing review of current wireless industry developments
and consolidation activities and the related possibility of offering to
purchase, alone or with others, shares or assets of Microcell Telecommunications
Inc. Neither RCI nor Rogers Wireless has made any decision in respect of any
such matters and there is no assurance that any such initiative will be pursued.

     RCI plans to fund the approximate C$1,767.4 million cash purchase price for
the 48.6 million Rogers Wireless shares through a bridge financing facility of
up to two years with a group of Canadian financial institutions.

     The sale by AWE of its shares of Rogers Wireless does not impact or change
the extensive North American wireless voice and data roaming capabilities
between the companies. Customers of both Rogers Wireless and AWE will continue
to enjoy the powerful benefits of seamless wireless roaming between Canada and
the U.S. on North America's largest combined GSM/GPRS network.

     RCI currently owns 62,820,371 Class A Multiple Voting shares representing
approximately 69.4% of such class of shares and 16,317,644 Class B Restricted
Voting shares of Rogers Wireless representing approximately 31.1% of such class
of shares. After giving effect to the purchase by RCI and the conversion by JVII
of the Class A shares, Rogers Communications will own 62,820,371 Rogers Wireless
Class A Multiple Voting shares representing all of such class of shares and
64,911,816 Rogers Wireless Class B Restricted Voting shares representing
approximately 80.9% of such class of shares. RCI will



<PAGE>


acquire ownership and control over all of such shares and is not acting with any
joint actor in connection with the purchases or the ownership of such shares.

     The Class A shares and Class B shares are being acquired for investment
purposes. RCI has no current intention of acquiring ownership of or control or
direction over any additional Class B shares.

     Cautionary Statement Regarding Forward Looking Information:

     This news release includes certain forward looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995 that involve
risks and uncertainties. We caution that actual future events will be affected
by a number of factors, many of which are beyond our control, and therefore may
vary substantially from what we currently foresee. We are under no obligation to
(and expressly disclaim any such obligation to) update or alter any forward
looking statements whether as a result of new information, future events or
otherwise. Important additional information identifying risks and uncertainties
is contained in our most recent Annual Reports and Annual Information Forms
filed with the applicable Canadian securities regulatory authorities and the
U.S. Securities and Exchange Commission.

     About the Companies:

     Rogers Communications Inc. (TSX: RCI.A and RCI.B; NYSE: RG) is a
diversified Canadian communications and media company, which is engaged in cable
television, high-speed Internet access and video retailing through Canada's
largest cable television provider Rogers Cable Inc.; wireless voice and data
communications services through Canada's leading national GSM/GPRS cellular
provider Rogers Wireless Communications Inc.; and radio, television
broadcasting, televised shopping and publishing businesses through Rogers Media
Inc.

     Rogers Wireless Communications Inc. (TSX: RCM.B; NYSE: RCN) operates
Canada's largest integrated wireless voice and data network, providing advanced
voice and wireless data solutions to customers from coast to coast on its
GSM/GPRS network, the world standard for wireless communications technology. The
Company has approximately 4.1 million customers, and has offices in Canadian
cities across the country. Rogers Wireless Communications Inc. is currently 55%
owned by Rogers Communications Inc. and 34% owned by AT&T Wireless Services,
Inc.

     %SEDAR: 00003770EF


For further information: (Investment Community): Bruce M. Mann,
(416) 935-3532, bruce.mann@rci.rogers.com; Eric Wright, (416) 935-3550,
eric.wright@rci.rogers.com; (Media): Jan L. Innes, (416) 935-3525,
jinnes@rci.rogers.com;


<PAGE>


[ROGERS COMMUNICATIONS INC.  LOGO]    [ROGERS WIRELESS COMMUNICATIONS INC. LOGO]

ROGERS COMMUNICATIONS INC.                   ROGERS WIRELESS COMMUNICATIONS INC.


ATTENTION BUSINESS EDITORS:

ROGERS MAKES FILINGS WITH COMPETITION BUREAU AND AMENDS BASE SHELF PROSPECTUS

     TORONTO, Sept. 16 /CNW/ - Rogers Communications Inc. ("RCI") and Rogers
Wireless Communications Inc. ("Rogers Wireless") announced that Rogers Wireless
has made filings with the Canadian Competition Bureau regarding Microcell
Telecommunications Inc. ("Microcell") and is amending the RCI short form base
shelf prospectus dated April 15, 2004 to reflect such filings and RCI's press
release dated September 13, 2004 regarding RCI's agreement to acquire AT&T
Wireless Inc.'s ("AWE") 34% ownership in Rogers Wireless held by JVII General
Partnership ("JVII").

     Rogers Wireless has filed a request for an advance ruling certificate and a
short form pre-merger notification with the Canadian Competition Bureau relating
to a possible offer to acquire all of the outstanding shares of Microcell. Those
filings have been made in order to put Rogers Wireless in a position to make
such an offer on an expedited basis if a decision were to be made to do so. In
addition, Rogers Wireless previously entered into a Confidentiality and
Standstill Agreement with Microcell, has performed certain due diligence under
that agreement, and has had preliminary discussions with Microcell and others
and expects such discussions to continue.

     As part of the September 13, 2004 agreement reached with AT&T Wireless
under which RCI will acquire JVII's 34% ownership of Rogers Wireless, JVII has
agreed that its consent is not required under the shareholders' agreement
between the companies in order for RCI or Rogers Wireless to offer to purchase
or acquire shares or assets of Microcell.

     RCI and Rogers Wireless intend to continue to take appropriate steps that
would expedite the making of a possible offer to purchase, alone or with others,
shares or assets of Microcell, if a decision were to be made to do so. There is
no assurance that such offer would be made. The funding for such an offer has
not been arranged.

     Cautionary Statement Regarding Forward Looking Information:

     This news release includes certain forward looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995 that involve
risks and uncertainties. We caution that actual future performance will be
affected by a number of factors, including technological change, regulatory
change and competitive factors, many of which are beyond our control. Therefore,
future events and results may vary substantially from what we currently foresee.
We are under no obligation to (and expressly disclaim any such obligation to)
update or alter any forward looking statements whether as a result of new
information, future events or otherwise. Important additional information
identifying risks and uncertainties is contained in our most recent Annual
Reports and Annual Information Forms filed with the applicable Canadian
securities regulatory authorities and the U.S. Securities and Exchange
Commission.

     About the Companies:

     Rogers Communications Inc. (TSX: RCI.A and RCI.B; NYSE: RG) is a


<PAGE>


diversified Canadian communications and media company, which is engaged in cable
television, high-speed Internet access and video retailing through Canada's
largest cable television provider Rogers Cable Inc.; wireless voice and data
communications services through Canada's leading national GSM/GPRS cellular
provider Rogers Wireless Communications Inc.; and radio, television
broadcasting, televised shopping and publishing businesses through Rogers Media
Inc.

     Rogers Wireless Communications Inc. (TSX: RCM.B; NYSE: RCN) operates
Canada's largest integrated wireless voice and data network, providing advanced
voice and wireless data solutions to customers from coast to coast on its
GSM/GPRS network, the world standard for wireless communications technology. The
Company has approximately 4.1 million customers, and has offices in Canadian
cities across the country. Rogers Wireless Communications Inc. is currently 55%
owned by Rogers Communications Inc. and 34% owned by AT&T Wireless Services,
Inc.

     %SEDAR: 00003770EF


For further information: (Investment Community): Bruce M. Mann,
(416) 935-3532, bruce.mann@rci.rogers.com; Eric Wright, (416) 935-3550,
eric.wright@rci.rogers.com; For Further Information (Media): Jan L. Innes,
(416) 935-3525, jan.innes@rci.rogers.com;


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.13
<SEQUENCE>14
<FILENAME>t14763exv4w13.txt
<DESCRIPTION>EX-4.13
<TEXT>
<PAGE>
  AMENDMENT NO. 2 DATED SEPTEMBER 20, 2004 TO SHORT FROM BASE SHELF PROSPECTUS
                              DATED APRIL 15, 2004.

                                  FORM 51-102F3

                             MATERIAL CHANGE REPORT


THE SHORT FORM BASE SHELF PROSPECTUS OF ROGERS COMMUNICATIONS INC. DATED APRIL
15, 2004, AS AMENDED BY AMENDMENT NO. 1 DATED SEPTEMBER 16, 2004, IS AMENDED
AND SUPPLEMENTED BY THE CONTENTS OF THIS MATERIAL CHANGE REPORT.

ITEM 1    NAME AND ADDRESS OF COMPANY

          Rogers Communications Inc. ("RCI")

          The principal office of RCI is located at:
          333 Bloor Street East
          Toronto, Ontario
          M4W 1G9

ITEM 2    DATE OF MATERIAL CHANGE

          September 20, 2004

ITEM 3    NEWS RELEASE

          A news release was issued through Canada NewsWire on September 20,
          2004. A copy of the news release is attached as Schedule A to this
          material change report.

ITEM 4

          SUMMARY OF MATERIAL CHANGE

          Rogers Wireless Communications Inc. ("Rogers Wireless"), RCI and
          Microcell Telecommunications Inc. ("Microcell") jointly announced
          today that Rogers Wireless and Microcell have entered into a support
          agreement (the "Support Agreement") under which Rogers Wireless will
          make all cash offers for Microcell securities totaling approximately
          C$1.4B. Rogers Wireless has agreed to purchase Microcell's Class A
          Restricted Voting shares ("Class A Shares") and Class B Non-Voting
          shares ("Class B Shares") for C$35.00 per share. As well, Rogers
          Wireless will offer to purchase the 2005 warrants (the "2005
          Warrants") for C$15.79 per warrant and 2008 warrants (the "2008
          Warrants") for C$15.01 per warrant. Subject to regulatory approvals
          and Microcell securityholder acceptance, this transaction is expected
          to close before the end of the year. A copy of the Support Agreement
          has been filed separately on SEDAR.

          Rogers Wireless intends to finance the offers through cash on hand,
          drawdown of its C$700 million bank credit facility and through a
          bridge loan of up to C$900 million from RCI. RCI will fund the bridge
          loan through cash on hand and drawdown of credit facilities at its
          other subsidiaries.

<PAGE>
                                      -2-



ITEM 5    FULL DESCRIPTION OF MATERIAL CHANGE

          Rogers Wireless and Microcell have entered into the Support Agreement
          under which Rogers Wireless will make an all cash bid for Microcell
          securities totaling approximately C$1.4B. Rogers Wireless has agreed
          to purchase the Class A Shares and Class B Shares for C$35.00 per
          share. As well, Rogers Wireless will offer to purchase the 2005
          Warrants for C$15.79 per warrant and 2008 Warrants for C$15.01 per
          warrant. Subject to regulatory approvals and Microcell shareholder
          acceptance, this transaction is expected to close before the end of
          the year.

          The combined businesses will operate Canada's only nationwide
          GSM/GPRS/EDGE wireless network and will serve over 5.1 million voice
          and data customers. This transaction also creates a company of
          measurably increased scale allowing for significant opportunities for
          operating and capital spending efficiencies.

          The members of the Board of Directors of Microcell (the "Microcell
          Board") have agreed that the Rogers Wireless offer is fair to the
          shareholders of Microcell and in the best interests of their company.
          The Microcell Board has agreed to recommend to its shareholders to
          support the Rogers Wireless offer. The Microcell Board received
          opinions from its financial advisors, JP Morgan Securities Inc. and
          Rothschild that the Rogers Wireless offer is fair, from a financial
          point of view, to the shareholders of Microcell.

          The Rogers Wireless offer is subject to receipt of certain regulatory
          approvals and other customary conditions, including a requirement that
          two-thirds of the shares be tendered. Under certain circumstances, a
          fee of $45 million is payable by Microcell to Rogers Wireless,
          including if a superior proposal is recommended by the Microcell
          Board.

          SUPPORT AGREEMENT

          The Support Agreement sets out the terms and conditions upon which
          Rogers Wireless will, directly or indirectly, make the offers for
          Microcell's securities. The following is a summary of certain of the
          provisions of the Support Agreement.

          THE OFFERS

          Rogers Wireless agrees to make the offers as soon as possible but in
          any event not more than ten business days after the date of the
          Support Agreement.

          Rogers Wireless is not required to make the offers if (a) there exists
          a cease trade order, injunction or other prohibition against Rogers
          Wireless making the offers or taking up and paying for all of the
          applicable Microcell securities or (b) Microcell has breached any of
          its representations, warranties, covenants or other agreements
          contained in the Support Agreement and such breach is not curable or
          if curable is not cured within 15 days after written notice of the
          breach has been given.

          REPRESENTATIONS AND WARRANTIES OF THE PARTIES

          Each of Microcell and Rogers Wireless have made certain
          representations and warranties to the other typical for a transaction
          of this nature.

<PAGE>
                                      -3-

          COVENANTS OF MICROCELL

          Microcell has agreed that until the first date on which Rogers
          Wireless has taken up and paid for the applicable Microcell securities
          (the "Effective Date") or the offers have been withdrawn in accordance
          with the Support Agreement or the Support Agreement has been
          terminated, Microcell will conduct its business in the ordinary
          course. Microcell has agreed to use reasonable commercial efforts to
          comply promptly with all material requirements under applicable laws
          and to assist Rogers Wireless in obtaining all required regulatory
          approvals. Microcell has agreed to promptly advise Rogers Wireless of
          any change which becomes known to its senior officers which would have
          a material adverse effect with respect to Microcell and its
          subsidiaries. Microcell has agreed to use its reasonable efforts to
          consult on an ongoing basis with Rogers Wireless in order that Rogers
          Wireless will become more familiar with the philosophy and techniques
          of Microcell as well as with their respective business and financial
          affairs.

          SUPPORT OF OFFERS

          The Microcell Board, after consultation with its financial and outside
          legal advisors, has determined that the consideration offered pursuant
          to the offers is fair to the shareholders of Microcell and that the
          offers are in the best interests of Microcell and the shareholders of
          Microcell, has approved the Support Agreement and has resolved to
          support and to recommend that shareholders of Microcell accept the
          offers.

          NO SOLICITATION

          Subject to applicable law and the terms of the Support Agreement,
          Microcell has agreed not, directly or indirectly, to solicit, initiate
          or knowingly encourage or facilitate the initiation of any inquiries
          or proposals regarding an acquisition proposal, participate in any
          discussions or negotiations regarding any acquisition proposal,
          withdraw or modify in a manner adverse to Rogers Wireless the approval
          of the Microcell Board of the transactions contemplated by the Support
          Agreement, accept or approve or recommend any acquisition proposal or
          cause Microcell to enter into any agreement related to any acquisition
          proposal.

          Microcell has also agreed (a) immediately to cease any existing
          discussions or negotiations with any parties (other than Rogers
          Wireless) with respect to any potential acquisition proposal; (b) not
          to release any third party from or waive any confidentiality,
          non-solicitation or standstill agreement to which such third party is
          a party; and (c) immediately to cease to provide any other party with
          access to information concerning Microcell.

          ACQUISITION PROPOSALS

          Microcell has agreed to provide Rogers Wireless with a copy of any
          acquisition proposal or any written notice from any person informing
          it that such person is considering making, or has made, an acquisition
          proposal as soon as practicable after it is received by Microcell.


<PAGE>
                                      -4-


          If Microcell receives a written request for non-public information in
          connection with an acquisition proposal and the Microcell Board
          determines in good faith, after consultation with financial advisors
          and outside legal advisors that the failure to take such action would
          be inconsistent with the Microcell Board's fiduciary duties and that
          such proposal is reasonably likely to result in a "Superior Proposal"
          (as defined below), then Microcell may, subject to entering into a
          confidentiality agreement, provide such person with access to such
          information. Rogers Wireless will be provided with a list of or copies
          of the information provided to such person, except to the extent such
          information was already provided or made available to Rogers Wireless.

          For purposes of the Support Agreement, "Superior Proposal" means an
          unsolicited bona fide written acquisition proposal made or received
          under circumstances that the Microcell Board determines in good faith,
          after consultation with its financial and outside legal advisors,
          would, if consummated in accordance with its terms, result in a
          transaction which (A) is more favourable to Microcell shareholders
          from a financial point of view than the transactions contemplated by
          the Support Agreement, and (B) is reasonably capable of completion
          taking into account all legal, financial, regulatory and other aspects
          of such proposal and the party making such proposal.

          CHANGES IN RECOMMENDATIONS

          If Microcell receives an acquisition proposal, Microcell may withdraw
          or modify in a manner adverse to Rogers Wireless its approval or
          recommendation of the offers or enter into any agreement in respect of
          an acquisition proposal on the basis that such an acquisition proposal
          would constitute a Superior Proposal if:

          (a)  Microcell has given notice to Rogers Wireless of its intention
               to do so;

          (b)  Microcell has complied with the provisions in the Support
               Agreement relating to acquisition proposals and changes in
               recommendations;

          (c)  Microcell is not in default under certain covenants relating to
               the conduct of its business, its recommendation of the offers,
               the mailing of the Microcell directors' circular and the
               non-solicitation of acquisition proposals; and

          (d)  five business days shall have elapsed from the later of: (i) the
               date Rogers Wireless received the notice of the acquisition
               proposal under clause (a) above and (ii) the date that Rogers
               Wireless was provided with a copy of such acquisition proposal.

          RIGHT TO MATCH

          Rogers Wireless may during such five business day period offer to
          amend the terms of the Support Agreement. The Microcell Board shall
          then review any such offer in good faith, in consultation with its
          financial and outside legal advisors and, if the Microcell Board:

<PAGE>
                                      -5-


          (a)  determines that the acquisition proposal would thereby cease to
               be a Superior Proposal, it will cause Microcell to enter into an
               amendment to the Support Agreement; or

          (b)  continues to believe that the acquisition proposal would
               nonetheless remain a Superior Proposal, provided Microcell has
               paid a termination fee of C$45 million to Rogers Wireless, it may
               cause Microcell to reject the offers by Rogers Wireless to amend
               the Support Agreement.

          CONDITIONS TO COMPLETION OF THE OFFERS

          The offers are subject to a number of conditions which are typical for
          offers of this nature. The Support Agreement provides that the
          obligation of Rogers to take up the Class A Shares under the offers is
          subject to the following:

          (a)  there have been validly deposited and not withdrawn, at the
               expiry of the offers:

               (i)    such number of Class A Shares which represents at least
                      66-2/3% of the Class A Shares outstanding;

               (ii)   such number of Class B Shares which represents at least
                      66-2/3% of the Class B Shares on a partially-diluted
                      basis; and

               (iii)  such number of securities which represents at least
                      66-2/3% of the Class A Shares and Class B Shares on a
                      fully-diluted basis;

          (b)  certain government or regulatory approvals, waiting or suspensory
               periods, waivers, permits, consents, reviews, orders, rulings,
               decisions and exemptions shall have been obtained, concluded,
               expired, terminated or waived;

          (c)  no act, action, suit or proceeding shall have been taken before
               or by any domestic or foreign court or tribunal or governmental
               agency or department or other regulatory authority or
               administrative agency or commission or by any elected or
               appointed public official or private person in Canada or
               elsewhere which has a material adverse effect (as such term is
               defined in the Support Agreement);

          (d)  there shall not exist any prohibition at law against Rogers
               Wireless making or maintaining the offers or taking up and paying
               for the securities deposited under the offers;

          (e)  there shall not have occurred any change having a material
               adverse effect (as such term is defined in the Support
               Agreement);

          (f)  Microcell shall not have breached any of its covenants or other
               agreements set out in the Support Agreement or where such breach
               occurred, it shall have been cured within 15 days after written
               notice of such breach;



<PAGE>
                                      -6-


          (g)  all of the representations and warranties of Microcell made in or
               under the Support Agreement shall be true and correct as of the
               Effective Date and with the same effect as if made at and as of
               the Effective Date; and

          (h)  there shall have not occurred and be continuing a material
               adverse change or disruption in the financial, banking or capital
               markets generally that prevents or makes impractical the funding
               of Rogers Wireless' credit facilities for the financing of the
               offers.

          The offers in respect of the Class B Shares, the 2005 Warrants and
          2008 Warrants are only subject to the Class A Shares being or having
          been purchased pursuant to the offer in respect of the Class A Shares.

          TERMINATION

          The Support Agreement may be terminated by either Rogers Wireless or
          Microcell in certain circumstances.

          The circumstances in which Microcell may terminate the Support
          Agreement include:

          (a)  the offers have not been made within the time period provided
               in the Support Agreement;

          (b)  the offers do not conform in all material respects with the
               description of the offers in the Support Agreement;

          (c)  the Offeror has not taken up and paid for the Microcell
               securities on or prior to January 1, 2005 subject to the right of
               the parties to postpone such date by 30 days in certain
               circumstances;

          (d)  the offers shall have expired or have been withdrawn in
               accordance with their terms without Rogers Wireless having
               purchased any Microcell securities pursuant to the offers as a
               result of the failure of any of the conditions of the offers;

          (e)  Microcell securities deposited under the offers have not been
               taken up and paid for on or before the date that is two business
               days after the expiry date of the offers for any reason other
               than that all the terms and conditions of the offers have not
               been complied with or waived;

          (f)  a "Termination Fee Event" (as defined below) shall have
               occurred; or

          (g)  Rogers Wireless shall have breached any of its representations,
               warranties or covenants contained in the Support Agreement and
               such breach is not curable or, if curable, is not cured within 15
               days after written notice of the breach.

          The circumstances in which Rogers Wireless may terminate the Support
          Agreement include:

<PAGE>
                                      -7-


          (a)  Rogers Wireless has not taken up and paid for the Microcell
               securities on or prior to January 1, 2005, subject to the right
               of the parties to postpone such date by 30 days in certain
               circumstances;

          (b)  a "Termination Fee Event" (as defined below) shall have
               occurred;

          (c)  the offers shall have expired or have been withdrawn in
               accordance with their terms without Rogers Wireless having
               purchased any Microcell securities as a result of the failure to
               satisfy any of the conditions of the offers;

          (d)  Microcell shall have breached any of its representations,
               warranties, covenants or other agreements contained in the
               Support Agreement and such breach is not curable or, if curable,
               is not cured with 15 days after written notice of the breach; or

          (e)  COMPETITION ACT (Canada) clearance cannot be secured except by
               divesting or agreeing to divest all of the Microcell securities
               or all or substantially all of the assets of Microcell.

          Except in the circumstances referred to in (e) above, Rogers Wireless
          is required to take any steps necessary to secure COMPETITION ACT
          (Canada) clearance.

          For the purpose of the Support Agreement, a "Termination Fee Event"
          shall occur if, prior to the Effective Date:

          (a)  the Microcell Board withdraws or modifies in a manner adverse to
               Rogers Wireless its approval or recommendations of the offers and
               makes a public announcement to that effect;

          (b)  the Microcell Board recommends any Superior Proposal and makes
               a public announcement to that effect; or

          (c)  the Microcell Board fails to reaffirm its recommendation of the
               offers by press release within a reasonable time after the public
               announcement or commencement of any acquisition proposal.

          TERMINATION FEE

          Microcell is required to pay C$45 million to Rogers Wireless if the
          Support Agreement is terminated by reason of a Termination Fee Event,
          such payment to be made no later than the first business day following
          the Termination Fee Event.

          If the Support Agreement has been terminated without payment of a
          termination fee in circumstances where Rogers Wireless is not in
          breach of the Support Agreement and COMPETITION ACT (Canada) clearance
          has been obtained, and within four months thereafter an acquisition
          proposal is consummated which has a value per share greater than the
          per share value attributable under the Support Agreement, Microcell
          must pay the termination fee to Rogers Wireless.

<PAGE>
                                      -8-


ITEM 6    RELIANCE ON SUBSECTION 7.1(2) OR (3) OF NATIONAL INSTRUMENT 51-102

          Not applicable.

ITEM 7    OMITTED INFORMATION

          No significant facts remain confidential in, and no information has
          been omitted from, this report.

ITEM 8    EXECUTIVE OFFICER

          For further information please contact Bruce M. Mann, Vice
          President, Investor Relations at (416) 935-3532.

ITEM 9    DATE OF REPORT

          September 20, 2004

<PAGE>

                    CERTIFICATE OF ROGERS COMMUNICATIONS INC.

September 20, 2004

The short form prospectus dated April 15, 2004, as amended by Amendment No. 1
dated September 16, 2004 and as amended by this material change report, together
with the documents incorporated in the prospectus by reference, constitutes
full, true and plain disclosure of all material facts relating to the securities
offered by the prospectus as required by the securities legislation of each of
the provinces of Canada. For the purpose of the Province of Quebec, the short
form prospectus, as amended by Amendment No. 1 dated September 16, 2004 and as
amended by this material change report and as supplemented by the permanent
information record, contains no misrepresentation that is likely to affect the
value or the market price of the securities to be distributed.


(SIGNED)  EDWARD S. ROGERS, O.C.          (SIGNED)  ALAN D. HORN
          President and                             Vice President, Finance
          Chief Executive Officer                   and Chief Financial Officer


                       On behalf of the Board of Directors


(SIGNED)  H. GARFIELD EMERSON, Q.C.        (SIGNED)  THE HONOURABLE DAVID R.
          Director                                   PETERSON, P.C., Q.C.
                                                     Director


<PAGE>

                         CERTIFICATE OF THE UNDERWRITER

Date: September 20, 2004

To the best of our knowledge, information and belief, the short form prospectus
dated April 15, 2004, as amended by Amendment No. 1 dated September 16, 2004 and
as amended by this material change report, together with the documents
incorporated in the prospectus by reference, constitutes full, true and plain
disclosure of all material facts relating to the securities offered by the
prospectus as required by the securities legislation of each of the provinces of
Canada. For the purpose of the province of Quebec, to our knowledge, the short
form prospectus, as amended by Amendment No. 1 dated September 16, 2004 and as
amended by this material change report and as supplemented by the permanent
information record, contains no misrepresentation that is likely to affect the
value or the market price of the securities to be distributed.


                          RBC DOMINION SECURITIES INC.



                             By: (Signed) JOHN GRANT



<PAGE>


                                   SCHEDULE A

                                  NEWS RELEASE




<PAGE>


[ROGERS COMMUNICATIONS INC. LOGO]     [ROGERS WIRELESS COMMUNICATIONS INC. LOGO]
ROGERS COMMUNICATIONS INC.            ROGERS WIRELESS COMMUNICATIONS INC.





[MICROCELL TELECOMMUNICATIONS INC. LOGO]
MICROCELL TELECOMMUNICATIONS INC.


ATTENTION BUSINESS EDITORS:


ROGERS WIRELESS ANNOUNCES AGREEMENT TO PURCHASE MICROCELL TELECOMMUNICATIONS
FOR C$35 PER SHARE

      Microcell Board Recommends Shareholders Tender to Rogers Wireless Offer

      TORONTO AND MONTREAL, Sept. 20 /CNW/ - Rogers Wireless Communications Inc.
("Rogers Wireless"), Rogers Communications Inc. ("RCI") and Microcell
Telecommunications Inc. ("Microcell") jointly announced today that Rogers
Wireless and Microcell have entered into an agreement under which Rogers
Wireless will make an all cash bid for Microcell securities totaling
approximately C$1.4B. Rogers Wireless has agreed to purchase Microcell's Class A
Restricted Voting shares and Class B Non-Voting shares for C$35.00 per share. As
well, Rogers Wireless will offer to purchase the 2005 warrants for C$15.79 and
2008 warrants for C$15.01. Subject to regulatory approvals and Microcell
shareholder acceptance, this transaction is expected to close before the end of
the year.

      The combined businesses will operate Canada's only nationwide
GSM/GPRS/EDGE wireless network and will serve over 5.1 million voice and data
customers. This transaction also creates a company of measurably increased scale
allowing for significant opportunities for operating and capital spending
efficiencies.

      The members of the Board of Directors of Microcell have agreed that the
Rogers Wireless offer is fair to the shareholders of Microcell and in the best
interests of their company. The Board of Directors of Microcell has agreed to
recommend to its shareholders to support the Rogers Wireless offer. The Board of
Directors received opinions from its financial advisors, JP Morgan Securities
Inc. and Rothschild that the Rogers Wireless offer is fair, from a financial
point of view, to the shareholders of Microcell.

      "This transaction will position Rogers to better compete against incumbent
telco wireless operators in Canada," said Ted Rogers, President and CEO of RCI.
"It also ensures a healthy, competitive marketplace and all of the associated
benefits for wireless customers across Canada."

      "The combination of Rogers Wireless and Microcell will offer our customers
the strength of our common network, operating on the world standard GSM
technology, and continued leadership in delivering innovative wireless
solutions," said Nadir Mohamed, President and CEO, Rogers Wireless. "The
combination will make Rogers Wireless the largest wireless operator in Canada
with over 5.1 million voice and data customers across the country and with pro
forma network revenues of approximately $3.0 billion.

      "Microcell's President and CEO, Andre Tremblay stated "We believe that
this transaction constitutes an attractive opportunity for our customers and our
shareholders alike. It allows for the continuation of the Fido brand in the
marketplace, ensures our customers will continue to receive excellent service
and offers them the benefit, upon closing, of significantly enhanced


<PAGE>
                                      -2-


wireless coverage across Canada."

      Rogers Wireless intends to finance the purchase through cash on hand,
drawdown of its C$700 million bank credit facility and through bridge loan of up
to C$900 million from RCI. RCI will fund the bridge loan through cash on hand
and drawdown of credit facilities at its other subsidiaries.

      The Rogers Wireless offer is subject to receipt of certain regulatory
approvals and other customary conditions, including a requirement that two-
thirds of the shares must be tendered. Under certain circumstances, a fee of $45
million is payable by Microcell to Rogers Wireless, including if a superior
proposal is recommended by the Board of Directors of Microcell.

      Documents relating to the Rogers Wireless offer are expected to be sent to
Microcell's securityholders within ten business days. Investors may obtain a
free copy of materials filed by Rogers Wireless and Microcell in Canada on SEDAR
and in the U.S. on EDGAR.

      TD Securities Inc. is acting as financial advisor to Rogers Wireless on
this transaction. J.P. Morgan Securities Inc. and Rothschild are acting as
financial advisors to Microcell on this transaction.

      About the Companies:

      Rogers Communications Inc. (TSX: RCI.A and RCI.B; NYSE: RG) is a
diversified Canadian communications and media company, which is engaged in cable
television, high-speed Internet access and video retailing through Canada's
largest cable television provider Rogers Cable Inc.; wireless voice and data
communications services through Canada's leading national GSM/GPRS/EDGE cellular
provider Rogers Wireless Communications Inc.; and radio, television
broadcasting, televised shopping and publishing businesses through Rogers Media
Inc.

      Rogers Wireless Communications Inc. (TSX: RCM.B; NYSE: RCN) operates
Canada's largest integrated wireless voice and data network, providing advanced
voice and wireless data solutions to customers from coast to coast on its
GSM/GPRS network, the world standard for wireless communications technology. The
Company has over 3.9 million voice and data customers, and has offices in
Canadian cities across the country. Rogers Wireless Communications Inc. is
currently 55% owned by Rogers Communications Inc. and 34% owned by AT&T Wireless
Services, Inc.

      Microcell Telecommunications Inc. (TSX: MT.A and MT.B) is a major
provider, through its subsidiaries, of telecommunications services in Canada
dedicated solely to wireless. Microcell offers a wide range of voice and
high-speed data communications products and services to approximately 1.2
million customers. Microcell operates a GSM network across Canada and markets
Personal Communications Services (PCS) and General Packet Radio Service (GPRS)
under the Fido(R) brand name. Microcell has been a public company since October
15, 1997, and is listed on the Toronto Stock Exchange.

      Cautionary Statement Regarding Forward Looking Information:

      This news release includes certain forward looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995 that involve
risks and uncertainties. We caution that actual future events will be affected
by a number of factors, many of which are beyond our control, and therefore may
vary substantially from what we currently foresee. We are under no obligation to
(and expressly disclaim any such obligation to) update or alter any forward
looking statements whether as a result of new information, future events or
otherwise. Important additional information identifying risks and uncertainties
is contained in our most recent Annual Reports and


<PAGE>
                                      -3-


Annual Information Forms filed with the applicable Canadian securities
regulatory authorities and the U.S. Securities and Exchange Commission.

      Reminder to holders of Microcell Class A Restricted Voting Shares and
      Class B Non-Voting Shares

      Microcell reminds the holders of its Class A Restricted Voting Shares and
Class B Non-Voting Shares that (i) each Class A Restricted Voting Share may, at
the option of the holder, be exchanged at any time for one Class B Non- Voting
Share and (ii) each Class B Non-Voting Share may, at the option of the holder by
providing a declaration of Canadian residency to the Company's transfer agent,
be exchanged at any time for one Class A Restricted Voting Share.

      Fido is a registered trademark of Microcell Solutions Inc.

      %SEDAR: 00003765E


For further information: Rogers: Investment Community: Bruce M. Mann, (416)
935-3532, bruce.mann@rci.rogers.com; Eric Wright, (416) 935-3550,
eric.wright@rci.rogers.com; Media: Jan L. Innes, (416) 935-3525,
jan.innes@rci.rogers.com; Heather Armstrong, (416) 935-6379,
heather.armstrong@rci.rogers.com; Microcell: Investment Community: Thane
Fotopoulos, (514) 937-0102, ext. 8317, thane.fotopoulos@microcell.ca; Media:
Claire Fiset, (514) 937-0102, ext. 7824, claire.fiset@microcell.ca; Karen
Berkhout, (604) 783-0701, karen.berkhout@microcell.ca;



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.14
<SEQUENCE>15
<FILENAME>t14763exv4w14.txt
<DESCRIPTION>EX-4.14
<TEXT>
<PAGE>

        ROGERS WIRELESS SUCCESSFUL IN TENDER OFFERS TO ACQUIRE MICROCELL

              Combination of Rogers Wireless and Microcell Creates
             Canada's Largest Wireless Carrier Serving Approximately
                   5.5 Million Customers from Coast to Coast;

             Rogers Wireless Becomes Canada's Only Wireless Carrier
              Operating on the Global Standard GSM/GPRS Technology


TORONTO and MONTREAL, November 8 -- Rogers Wireless Inc. ("RWI" or "Rogers
Wireless"), a wholly-owned subsidiary of Rogers Wireless Communications Inc.,
announced today that the terms and conditions of its tender offers for the
securities of Microcell Telecommunications Inc. ("Microcell") have been
satisfied with the necessary number of securities having been successfully
tendered and regulatory approvals secured to complete the acquisition.

The acquisition of Microcell by Rogers Wireless creates Canada's largest
wireless carrier with the most extensive integrated wireless voice and data
network in the country. With approximately 5.5 million customers and a
nationwide network operating on the world standard GSM/GPRS technology, the
combined company will offer consumers and businesses maximum coverage from coast
to coast, an extensive portfolio of advanced wireless data services and devices,
and the largest international roaming coverage of any wireless provider in
Canada.

As a result of the successful tender offers, Rogers Wireless has taken up and
accepted for payment approximately 181,721 Class A Restricted Voting shares,
28,389,649 Class B Non-Voting shares, 3,296,652 Warrants 2005 and 5,405,387
Warrants 2008, being all of the securities of Microcell validly tendered to the
offers and not withdrawn prior to the 5:00 p.m. November 5, 2004 expiry time.
The tendered securities represent approximately 96% of the outstanding Class A
Restricted Voting shares, 92% of the outstanding Class B Non-Voting shares, 82%
of the outstanding Warrants 2005 and 81% of the outstanding Warrants 2008.

"The combination of Rogers Wireless and Microcell creates Canada's largest
wireless provider serving approximately 5.5 million customers and positions us
as an even stronger competitor," said Ted Rogers, President and CEO, Rogers
Communications. "Now, more than ever, wireless customers across the country can
count on Rogers' leadership in delivering innovative solutions and real choice
in the Canadian communications market."

"The new Rogers Wireless is an even stronger communications company, well
positioned for continued profitable growth and committed to providing superior
service and value to our customers," said Nadir Mohamed, President and CEO,
Rogers Wireless. "The new Rogers Wireless combines the nationwide strength of
Rogers Wireless' network and brand with Fido's unique and well established brand
and distribution channels. Together, we are now Canada's only wireless provider
operating on the world standard GSM technology platform - meaning faster access
to a wider array of new devices and services and the ability to travel the world
with a single handset."

Microcell and Rogers Wireless subscribers can count on a seamless transition and
significant benefits as the two companies are combined. Microcell subscribers
will enjoy the availability of access to Rogers Wireless' extensive network
resulting in greatly expanded wireless coverage areas,


<PAGE>

especially outside of and between major urban centers, and will be able to
continue using their existing wireless handsets and phone numbers. Both Rogers
Wireless and Microcell customers will benefit from the combining of network
assets which will provide for even greater coverage and quality.

As contemplated in the offers and as provided for under the compulsory
acquisition provisions of the Canada Business Corporations Act, Rogers Wireless
now intends to acquire the balance of the Microcell Class A Restricted Voting
shares and Class B Non-Voting shares, each at C$35.00 per share, and to acquire
the balance of the Microcell Warrants 2005 and Warrants 2008, each at C$15.79
and C$15.01, respectively.

Please see the most recent management's discussion and analysis ("MD&A") of
Rogers Wireless and Rogers Communications dated October 27, 2004, for a
discussion of financing arrangements relating to this transaction. These MD&A's
are contained in the companies' third quarter 2004 earnings results available on
the SEDAR website at www.sedar.com and on the U.S. Securities and Exchange
Commission's website at www.sec.gov.

Rogers Wireless anticipates sharing its expectations around integration costs
and synergy opportunities from combining the two companies when it provides its
2005 overall financial and operating guidance, early in 2005. The 2004 annual
guidance that was issued for Rogers Wireless earlier this year did not assume
the acquisition of Microcell and will not be applicable to the combined company
following closing of the acquisition.

This press release is neither an offer to purchase nor a solicitation of an
offer to sell shares of Microcell. Microcell's shareholders are advised to read
the offering documents and the directors' circular regarding the offers referred
to in this news release. The offering documents are available on the SEDAR
website at www.sedar.com and on the U.S. Securities and Exchange Commission's
website at www.sec.gov.

Cautionary Statement Regarding Forward Looking Information:

This news release includes certain forward looking statements that involve risks
and uncertainties. We caution that actual future events will be affected by a
number of factors, many of which are beyond our control, and therefore may vary
substantially from what we currently foresee. We are under no obligation to (and
expressly disclaim any such obligation to) update or alter any forward looking
statements whether as a result of new information, future events or otherwise.
Important additional information identifying risks and uncertainties is
contained in our most recent Annual Reports and Annual Information Forms filed
with the applicable Canadian securities regulatory authorities and the U.S.
Securities and Exchange Commission.

About Rogers:

Rogers Wireless operates Canada's largest integrated wireless voice and data
network, providing advanced voice and wireless data solutions to customers from
coast to coast on its GSM/GPRS/EDGE network, the world standard for wireless
communications technology. The combination of Rogers Wireless and Microcell will
have 5.5 million wireless customers, and has offices in Canadian cities across
the country. Rogers Wireless is a wholly-owned subsidiary of Rogers Wireless
Communications Inc. (TSX: RCM; NYSE: RCN), which is approximately 89% owned by
Rogers Communications Inc.


<PAGE>

Rogers Communications Inc. (TSX: RCI; NYSE: RG) is a diversified Canadian
communications and media company. It is engaged in cable television, high-speed
Internet access and video retailing through Canada's largest cable television
provider, Rogers Cable Inc.; in wireless voice and data communications services
through Canada's leading national GSM/GPRS cellular provider, Rogers Wireless
Communications Inc.; and in radio, television broadcasting, televised shopping
and publishing businesses through Rogers Media Inc.
% SEDAR: 00003770EF

For Further Information (Investment Community): Bruce M. Mann, 416.935.3532,
bruce.mann@rci.rogers.com; Eric A. Wright, 416.935.3550,
eric.wright@rci.rogers.com; (Media): Heather Armstrong, 416.935.6379,
heather.armstrong@rci.rogers.com;
Archived images on this organization are available through CNW E-Pix at
http://www.newswire.ca. Images are free to members of The Canadian Press.




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.15
<SEQUENCE>16
<FILENAME>t14763exv4w15.htm
<DESCRIPTION>EX-4.15
<TEXT>
<HTML>
<HEAD>
<TITLE>exv4w15</TITLE>
</HEAD>
<BODY bgcolor="#FFFFFF">
<!-- PAGEBREAK -->
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="center" style="font-size: 10pt"><B>SECURITIES AND EXCHANGE COMMISSION<BR>
Washington D.C. 20549<BR>
FORM 40-F/A</B>



<P align="left" style="font-size: 10pt">(Check one)

<DIV align="left">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="75%">

<!-- Begin Table Head --><TR valign="bottom">
    <TD width="8%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="87%">&nbsp;</TD>
</TR>

<!-- End Table Head -->

<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><FONT face="Wingdings">&#111;</FONT>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Registration Statement pursuant to Section&nbsp;12 or the Securities Exchange Act of 1934.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><FONT face="Wingdings">&#120;</FONT>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Annual Report pursuant to Section&nbsp;13(a) or 15(d) of the Securities Exchange Act of 1934.</TD>
</TR>


<!-- End Table Body -->
</TABLE>
</DIV>


<DIV align="left">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="55%">

<!-- Begin Table Head --><TR valign="bottom">
    <TD width="30%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="50%">&nbsp;</TD>
</TR>

<!-- End Table Head -->

<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">For the fiscal year ended
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><B>December&nbsp;31, 2003</B></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><HR align="center" size="1" noshade width="100%"></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Commission file number</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><HR align="center" size="1" noshade width="100%"></TD>
</TR>


<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt"><B>Rogers Wireless Communications Inc.</B>


<DIV align="center" style="font-size: 10pt"><HR align="center" size="1" noshade width="100%">
(Exact Name of Registrant as Specified in Its Charter)</DIV>



<P align="center" style="font-size: 10pt"><B>Not Applicable</B>


<DIV align="center" style="font-size: 10pt"><HR align="center" size="1" noshade width="100%"></DIV>


<DIV align="center" style="font-size: 10pt">(Translation of Registrant&#146;s Name Into English (if Applicable))</DIV>



<P align="center" style="font-size: 10pt"><B>Canada</B>


<DIV align="center" style="font-size: 10pt"><HR align="center" size="1" noshade width="100%"></DIV>


<DIV align="center" style="font-size: 10pt">(Province or Other Jurisdiction of Incorporation or Organization)</DIV>



<P align="center" style="font-size: 10pt"><B>4812</B>


<DIV align="center" style="font-size: 10pt"><HR align="center" size="1" noshade width="100%"></DIV>


<DIV align="center" style="font-size: 10pt">(Primary Standard Industrial Classification Code Number (if Applicable))</DIV>



<P align="center" style="font-size: 10pt"><B>Not Applicable</B>


<DIV align="center" style="font-size: 10pt"><HR align="center" size="1" noshade width="100%"></DIV>


<DIV align="center" style="font-size: 10pt">(I.R.S. Employer Identification Number (if Applicable))</DIV>



<P align="center" style="font-size: 10pt"><B>One Mount Pleasant Road<BR>
Toronto, Ontario M4Y 2Y5 (416)&nbsp;935-1100</B>


<DIV align="center" style="font-size: 10pt"><HR align="center" size="1" noshade width="100%">

(Address and Telephone Number of Registrant&#146;s Principal Executive Offices)</DIV>



<P align="center" style="font-size: 10pt"><B>CT Corporation System<BR>
111 Eighth Avenue, 13th Floor<BR>
New York, New York 10011 (212)&nbsp;894-8400</B>


<DIV align="center" style="font-size: 10pt"><HR align="center" size="1" noshade width="100%">
(Name, Address and Telephone Number of Agent For Service in the United States)</DIV>



<P align="center" style="font-size: 10pt">Securities registered or to be registered pursuant to Section&nbsp;12(b) of the Act:


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="55%">

<!-- Begin Table Head --><TR valign="bottom">
    <TD width="47%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="47%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>Title of Each Class</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Name of Each Exchange on Which Registered</B><HR size="1" noshade></TD>
</TR>


<!-- End Table Head -->

<!-- Begin Table Body -->
<TR valign="bottom">
    <TD align="center" valign="top"><B>Not Applicable</B>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>Not Applicable</B></TD>
</TR>


<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">Securities registered or to be registered pursuant to Section&nbsp;12(g) of the Act:



<P align="center" style="font-size: 10pt"><B>Not Applicable</B>


<DIV align="center" style="font-size: 10pt"><HR align="center" size="1" noshade width="100%">
(Title of Class)</DIV>



<P align="center" style="font-size: 10pt">Securities for which there is a reporting obligation pursuant to Section&nbsp;15(d) of the Act:



<P align="center" style="font-size: 10pt"><B>Class&nbsp;B Restricted Voting Shares</B>


<DIV align="center" style="font-size: 10pt"><HR align="center" size="1" noshade width="100%"></DIV>



<P align="center" style="font-size: 10pt">For annual reports, indicate by check mark the information filed with this form:


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="75%">

<!-- Begin Table Head --><TR valign="bottom">
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="32%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="42%">&nbsp;</TD>
</TR>

<!-- End Table Head -->

<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><FONT face="Wingdings">&#120;</FONT>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Annual Information Form
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><FONT face="Wingdings">&#111;</FONT>
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Audited Annual Financial Statements</TD>
</TR>


<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">Indicate the number of
outstanding shares of each of the issuer&#146;s classes of capital<BR>
or common stock as of the close of the period covered by the annual report:<BR>
&nbsp;<BR>
<B>90,468,259 Class&nbsp;A Multiple Voting shares and 51,430,178
Class&nbsp;B Restricted Voting shares</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Indicate by check mark whether the registrant by filing the information
contained in this form is also thereby furnishing the information to the
Commission pursuant to Rule&nbsp;12g3-2(b) under the <I>Securities Exchange Act of 1934</I>
(the &#147;Exchange Act&#148;). If &#147;Yes&#148; is marked, indicate the file number assigned to
the registrant in connection with such rule.

<DIV align="left">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="35%">

<!-- Begin Table Head --><TR valign="bottom">
    <TD width="23%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="16%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="16%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="9%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="16%">&nbsp;</TD>
</TR>

<!-- End Table Head -->

<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Yes
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><FONT face="Wingdings">&#111;</FONT>
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">82-
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">No
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><FONT face="Wingdings">&#120;</FONT></TD>
</TR>


<!-- End Table Body -->
</TABLE>
</DIV>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Indicate by check mark whether the registrant: (1)&nbsp;has filed all reports
required to be filed by Section&nbsp;13 or 15(d) of the Exchange Act during the
preceeding 12&nbsp;months (or for such shorter period that the registrant was
required to file such reports); and (2)&nbsp;has been subject to such filing
requirements for the past 90&nbsp;days.

<DIV align="left">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="35%">

<!-- Begin Table Head --><TR valign="bottom">
    <TD width="28%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="22%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="13%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="22%">&nbsp;</TD>
</TR>

<!-- End Table Head -->

<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Yes
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><FONT face="Wingdings">&#120;</FONT>
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">No
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><FONT face="Wingdings">&#111;</FONT></TD>
</TR>


<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<!-- TOC -->
<A name="toc"><DIV align="CENTER" style="page-break-before:always"><U><B>TABLE OF CONTENTS</B></U></DIV></A>

<P><CENTER>
<TABLE border="0" width="90%" cellpadding="0" cellspacing="0">
<TR>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="76%"></TD>
</TR>
<TR><TD colspan="9"><A HREF="#000">DISCLOSURE CONTROLS AND PROCEDURES</A></TD></TR>
<TR><TD colspan="9"><A HREF="#001">UNDERTAKING</A></TD></TR>
<TR><TD colspan="9"><A HREF="#002">SIGNATURES</A></TD></TR>
<TR><TD colspan="9"><A HREF="#003">EXHIBIT INDEX</A></TD></TR>
</TABLE>
</CENTER>
<!-- /TOC -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">
<!-- link1 "DISCLOSURE CONTROLS AND PROCEDURES" -->
<DIV align="left"><A NAME="000"></A></DIV>

<P align="center" style="font-size: 10pt"><B>DISCLOSURE CONTROLS AND PROCEDURES</B>


<P align="left" style="font-size: 10pt">As of the end of the period covered by this report (the &#147;Evaluation Date&#148;),
Rogers Wireless Communications Inc. (the &#147;Company&#148;) conducted an evaluation
(under the supervision and with the participation of the Company&#146;s management,
including the chief executive officer and chief financial officer), pursuant to
Rule&nbsp;13a-15 promulgated under the Securities Exchange Act of 1934, as amended
(the &#147;Exchange Act&#148;), of the effectiveness of the design and operation of the
Company&#146;s disclosure controls and procedures. Based on this evaluation, the
Company&#146;s chief executive officer and chief financial officer concluded that as
of the Evaluation Date such disclosure controls and procedures were reasonably
designed to ensure that information required to be disclosed by the Company in
reports it files or submits under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the rules and
forms of the Securities and Exchange Commission.


<P align="left" style="font-size: 10pt">Since the last evaluation by the Company&#146;s management of the Company&#146;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.



<P align="left" style="font-size: 10pt"><B>AUDIT COMMITTEE FINANCIAL EXPERT</B>

<P align="left" style="font-size: 10pt">The Board of Directors of Rogers Wireless Communications Inc. has determined
that the Company has at least one &#147;audit committee financial expert&#148;, (as
defined in the general instruction 8(b) of Form 40-F), serving on its Audit
Committee. The audit committee financial expert is the Chairman of the Audit
Committee, Pierre Morrissette.



<P align="left" style="font-size: 10pt"><B>CODE OF ETHICS</B>

<P align="left" style="font-size: 10pt">The Company has adopted a code of ethics that applies to all directors and
officers. The code of ethics has been posted
on the Rogers website under the Corporate Governance section at www.rogers.com.
A copy of the code of ethics will be provided upon request to Investor
Relations, One Mount Pleasant Road, 16th Floor, Toronto, Ontario, M4Y 2Y5.



<P align="left" style="font-size: 10pt"><B>PRINCIPAL ACCOUNTANT FEES AND SERVICES</B>

<P align="left" style="font-size: 10pt">The following table presents fees for professional services rendered by KPMG
LLP to the Company for the audit of the Company&#146;s annual financial statements
for 2003 and 2002, and fees billed for other services rendered by KPMG LLP,
during the period from January&nbsp;1, 2002 to December&nbsp;31, 2003.


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="55%">

<!-- Begin Table Head --><TR valign="bottom">
    <TD width="60%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2003</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2002</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>($)</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>($)</B><HR size="1" noshade></TD>
</TR>


<!-- End Table Head -->

<!-- Begin Table Body -->
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Audit fees</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">520,500</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">423,000</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Audit-related fees <SUP>(1)</SUP></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">38,956</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">10,500</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Tax fees <SUP>(2)</SUP></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">73,680</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">46,810</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">All other fees <SUP>(3)</SUP></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">30,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">64,300</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Total</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">663,136</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">544,610</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">(1)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Audit-related fees consist principally of regulatory audits and other
specified procedures audits.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">(2)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Tax fees consist of fees for tax consultation and compliance services.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">(3)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>All other fees consist principally of fees for services related to French
translation.</TD>
</TR>

</TABLE>


<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">
<P align="left" style="font-size: 10pt">The Company&#146;s policy regarding pre-approval of all audit, audit-related and
non-audit services is based upon compliance with the Sarbanes-Oxley Act of
2002, and subsequent implementing rules promulgated by the SEC.


<P align="left" style="font-size: 10pt">The following is the pre-approval process:



<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">1.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Annually the Company will provide the Audit Committee with a list
of the audit-related and non-audit services that may be
provided to the Company. The Audit Committee will
review the services with the auditor and management considering whether
the provision of the service is compatible with maintaining the
auditor&#146;s independence.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">2.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Management may engage the auditor for specific engagements that are
included in the listing of pre-approved services referred to above if
the estimated fees do not exceed (i) $100,000 per engagement or (ii)
$200,000 per quarter in aggregate amount on a consolidated basis for
the Company.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">3.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>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.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">4.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>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.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt"><B>OFF-BALANCE SHEET ARRANGEMENTS</B>

<P align="left" style="font-size: 10pt">The Company does not have any off-balance sheet arrangements other than the
cross-currency interest rate exchange agreements described under the heading
&#147;Liquidity and Capital Resources &#151; Interest Rate and Foreign Exchange
Management&#148; on pages 23 and 24 of the &#147;Management&#146;s Discussion and Analysis&#148;
submitted to the Securities and Exchange Commission on
November&nbsp;24, 2004 as
Exhibit&nbsp;99.1 to the Company&#146;s Form 6-K/A and incorporated by reference herein.



<P align="left" style="font-size: 10pt"><B>TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS</B>

<P align="left" style="font-size: 10pt">The information provided under the heading &#147;Commitments and Contractual
Obligations &#151; Contractual Obligations&#148; set forth on pages 30 and 31 of the
&#147;Management&#146;s Discussion and Analysis&#148; submitted to the Securities and Exchange
Commission on November&nbsp;24, 2004 as Exhibit&nbsp;99.1 to the Company&#146;s Form 6-K/A is
incorporated by reference herein.



<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<!-- link1 "UNDERTAKING" -->
<DIV align="left"><A NAME="001"></A></DIV>

<P align="center" style="font-size: 10pt"><B>UNDERTAKING</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Rogers Wireless Communications Inc. undertakes to make available, in
person or by telephone, representatives to respond to inquiries made by the
Commission staff, and to furnish promptly, when requested to do so by the
Commission staff, information relating to: the securities registered pursuant
to Form 40-F/A; the securities in relation to which the obligation to file an
annual report on Form 40-F/A arises; or transactions in said securities.

<!-- link1 "SIGNATURES" -->
<DIV align="left"><A NAME="002"></A></DIV>

<P align="center" style="font-size: 10pt"><B>SIGNATURES</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Exchange Act, the registrant certifies
that it meets all of the requirements for filing on Form 40-F and has duly
caused this annual report to be signed on its behalf by the undersigned,
thereto duly authorized.

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="75%">

<!-- Begin Table Head --><TR valign="bottom">
    <TD width="15%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="45%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="30%">&nbsp;</TD>
</TR>

<!-- End Table Head -->

<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Registrant
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Rogers Wireless Communications Inc.</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">By
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">/s/ John R. Gossling
<HR align="center" size="1" noshade width="100%">
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><I>/s/ </I>M. Lorraine Daly
<HR align="center" size="1" noshade width="100%"></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">John R. Gossling
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">M. Lorraine Daly</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Senior Vice President and
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Vice President, Treasurer</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Chief Financial Officer</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Date
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">November&nbsp;23, 2004</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>


<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="center" style="font-size: 10pt">EXHIBIT INDEX


<!-- link1 "EXHIBIT INDEX" -->
<DIV align="left"><A NAME="003"></A></DIV>

<P align="center" style="font-size: 10pt"><B>EXHIBIT INDEX</B>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="75%">

<!-- Begin Table Head --><TR valign="bottom">
    <TD width="8%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="87%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>EXHIBIT</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>&nbsp;</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>NUMBER</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>DESCRIPTION</B><HR size="1" noshade></TD>
</TR>


<!-- End Table Head -->

<!-- Begin Table Body -->
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Independent Auditors&#146; Consent</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">31.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Certification of Chief Executive Officer pursuant to Section&nbsp;302 of
the Sarbanes-Oxley Act of 2002</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">31.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Certification of Chief Financial Officer pursuant to Section&nbsp;302 of
the Sarbanes-Oxley Act of 2002</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">32.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Certification pursuant to Section&nbsp;906 of the Sarbanes-Oxley Act of 2002</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">99.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Annual Information Form</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">99.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Management&#146;s Discussion and Analysis for the fiscal year ended
December&nbsp;31, 2003, including annual audited consolidated financial
statements (submitted to the Securities and Exchange Commission on
November&nbsp;24, 2004 as Exhibit&nbsp;99.1 to
Form&nbsp;6-K/A and incorporated by reference herein)</TD>
</TR>


<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<P align="center" style="font-size: 10pt"><B>Exhibit&nbsp;23.1</B>



<P align="center" style="font-size: 10pt"><B>Independent Auditors&#146; Consent</B>



<P align="left" style="font-size: 10pt">The Board of Directors<BR>
Rogers Wireless Communications Inc.

<P align="left" style="font-size: 10pt">We consent to the use of our report
dated January&nbsp;28, 2004, except as to Note 19, which is as of November 19,
2004, with respect to the consolidated balance sheets of Rogers Wireless Communications Inc. as of
December&nbsp;31, 2003 and 2002, and the related consolidated statements of income,
deficit and cash flows for each of the years in the two year period ended
December&nbsp;31, 2003, incorporated in this annual report on Form 40-F by
reference.




<P align="left" style="font-size: 10pt"><IMG src="t14763p6908700.gif" alt="(KPMG LLP IMAGE)">
<P align="left" style="font-size: 10pt">/s/&nbsp;KPMG LLP&nbsp;

<P align="center" style="font-size: 10pt">&nbsp;
<P align="left" style="font-size: 10pt">Toronto, Canada<BR>
November&nbsp;19, 2004


<P align="left" style="font-size: 10pt">&nbsp;
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="center" style="font-size: 10pt"><B>Exhibit&nbsp;31.1</B>



<P align="center" style="font-size: 10pt"><B>Section&nbsp;302 Certification</B>



<P align="left" style="font-size: 10pt"><B>CERTIFICATIONS</B>

<P align="left" style="font-size: 10pt">I, Nadir H. Mohamed, President and Chief Executive Officer, certify that:



<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">1.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>I have reviewed this annual report on Form 40-F/A of Rogers Wireless
Communications Inc.;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">2.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">3.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the issuer as of, and for, the periods presented in this report;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">4.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The issuer&#146;s other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules&nbsp;13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the issuer and have:</TD>
</TR>

</TABLE>


<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(a)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
issuer, including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the period in
which this report is being prepared;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(b)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Designed such internal control over financial reporting, or
caused such internal control over financial reporting to be designed
under our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally
accepted accounting principles;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(c)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Evaluated the effectiveness of the issuer&#146;s disclosure
controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report
based on such evaluation; and</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(d)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Disclosed in this report any change in the issuer&#146;s internal
control over financial reporting that occurred during the period
covered by the annual report that has materially affected, or is
reasonably likely to materially affect, the issuer&#146;s internal
control over financial reporting; and</TD>
</TR>

</TABLE>


<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">5.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The issuer&#146;s other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to
the issuer&#146;s auditors and the audit committee of the issuer&#146;s board of
directors (or persons performing the equivalent function):</TD>
</TR>

</TABLE>


<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(a)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>All significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the issuer&#146;s ability
to record, process, summarize and report financial information; and</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(b)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Any fraud, whether or not material, that involves management
or other employees who have a significant role in the issuer&#146;s
internal control over financial reporting.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt">Date: <I>November&nbsp;23, 2004</I>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">

<!-- Begin Table Head --><TR valign="bottom">
    <TD width="40%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="30%">&nbsp;</TD>
</TR>

<!-- End Table Head -->

<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><I>/s/ Nadir H. Mohamed</I>
<HR align="center" size="1" noshade width="100%"></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Nadir H. Mohamed</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">President and Chief Executive</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Officer</TD>
</TR>


<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<P align="center" style="font-size: 10pt"><B>Exhibit&nbsp;31.2</B>



<P align="center" style="font-size: 10pt"><B>Section&nbsp;302 Certification</B>



<P align="left" style="font-size: 10pt"><B>CERTIFICATIONS</B>

<P align="left" style="font-size: 10pt">I, John R. Gossling, Senior Vice President and Chief Financial Officer, certify
that:



<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">1.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>I have reviewed this annual report on Form 40-F/A of Rogers Wireless
Communications Inc.;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">2.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">3.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the issuer as of, and for, the periods presented in this report;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">4.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The issuer&#146;s other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules&nbsp;13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the issuer and have:</TD>
</TR>

</TABLE>


<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(a)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
issuer, including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the period in
which this report is being prepared;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(b)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Designed such internal control over financial reporting, or
caused such internal control over financial reporting to be designed
under our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally
accepted accounting principles;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(c)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Evaluated the effectiveness of the issuer&#146;s disclosure
controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report
based on such evaluation; and</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(d)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Disclosed in this report any change in the issuer&#146;s internal
control over financial reporting that occurred during the period
covered by the annual report that has materially affected, or is
reasonably likely to materially affect, the issuer&#146;s internal
control over financial reporting; and</TD>
</TR>

</TABLE>


<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">5.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The issuer&#146;s other certifying officers and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to
the issuer&#146;s auditors and the audit committee of the issuer&#146;s board of
directors (or persons performing the equivalent function):</TD>
</TR>

</TABLE>


<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(a)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>All significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the issuer&#146;s ability
to record, process, summarize and report financial information; and</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(b)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Any fraud, whether or not material, that involves management
or other employees who have a significant role in the issuer&#146;s
internal control over financial reporting.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt">Date: <I>November&nbsp;23, 2004</I>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="55%">

<!-- Begin Table Head --><TR valign="bottom">
    <TD width="21%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="74%">&nbsp;</TD>
</TR>

<!-- End Table Head -->

<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><I>/s/ John R. Gossling</I>
<HR align="center" size="1" noshade width="100%"></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">John R. Gossling</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Senior Vice President and</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Chief Financial Officer</TD>
</TR>


<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<P align="center" style="font-size: 10pt"><B>Exhibit&nbsp;32.1</B>



<P align="center" style="font-size: 10pt">Certification Pursuant to



<P align="center" style="font-size: 10pt">18 U.S.C. Section&nbsp;1350



<P align="center" style="font-size: 10pt">As Adopted Pursuant to Section&nbsp;906 of the Sarbanes-Oxley Act of 2002



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
connection with the Annual Report on Form 40-F/A of Rogers Wireless
Communications Inc., a corporation continued under the laws of Canada (the
&#147;Company&#148;) for the period ending December&nbsp;31, 2003 as filed with the Securities
and Exchange Commission on the date hereof (the &#147;Report&#148;), each of the
undersigned officers of the Company certify pursuant to 18 U.S.C. Section&nbsp;1350,
as adopted pursuant to Section&nbsp;906 of the Sarbanes-Oxley Act of 2002 that:

<P align="left" style="font-size: 10pt">1.) the Report fully complies with the requirements of Section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and


<P align="left" style="font-size: 10pt">2.) the information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">

<!-- Begin Table Head --><TR valign="bottom">
    <TD width="33%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="62%">&nbsp;</TD>
</TR>

<!-- End Table Head -->

<!-- Begin Table Body -->
<TR valign="bottom">

<TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><B>Dated:
November </B><B><I>23, 2004</I></B>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><B><I>/s/ Nadir H. Mohamed</I></B>
<HR align="center" size="1" noshade width="100%"></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Nadir H. Mohamed</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">President and Chief Executive Officer</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">

<TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Dated:
November <I>23, 2004</I>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><I>/s/ John R. Gossling</I>
<HR align="center" size="1" noshade width="100%"></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">John R. Gossling</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Senior Vice President and Chief</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Financial Officer</TD>
</TR>


<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<P align="center" style="font-size: 10pt"><B>EXHIBIT 99.1</B>



<P align="center" style="font-size: 10pt"><B>ROGERS WIRELESS COMMUNICATIONS INC.</B>



<P align="center" style="font-size: 10pt">ANNUAL INFORMATION FORM<BR>
(for the fiscal year ended December&nbsp;31, 2003)



<P align="center" style="font-size: 10pt">May 19, 2004




<P align="center" style="font-size: 10pt">
</DIV>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="center" style="font-size: 10pt"><B>ROGERS WIRELESS COMMUNICATIONS INC.<BR>
ANNUAL INFORMATION FORM INDEX</B>


<P align="left" style="font-size: 10pt">The following is an index of the Annual Information Form referencing the
requirements of Form 44-101F1 of the Canadian Securities Administrators.
Certain parts of this Annual Information Form are contained in Rogers Wireless
Communications Inc.&#146;s Amended &#151; Management&#146;s Discussion and Analysis for the
fiscal year ended December&nbsp;31, 2003 (the &#147;2003 MD&#038;A&#148;) and in the Rogers
Wireless Communications Inc.&#146;s Management Information Circular dated April&nbsp;19,
2004, (the &#147;2004 Information Circular&#148;) each of which is filed on SEDAR and
incorporated herein by reference as noted below.


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="95%">

<!-- Begin Table Head --><TR valign="bottom">
    <TD width="57%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="8%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2004</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Annual Information</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2003</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Information</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Form</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>MD&#038;A</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Circular</B><HR size="1" noshade></TD>
</TR>


<!-- End Table Head -->

<!-- Begin Table Body -->
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Item&nbsp;1 &#150; Cover Page</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center">1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-10px">- Index</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center">2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Item&nbsp;2 &#150; Corporate Structure</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">2.1 &#150; Name and Incorporation</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center">3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">2.2 &#150; Intercorporate Relationships</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center">3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="center">8<SUP>(1)</SUP></TD>
    <TD nowrap> </TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Item&nbsp;3 &#150; General Development of the Business</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">3.1 &#150; Three Year History</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">4-5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">3.2 &#150; Significant Acquisitions and
Significant Dispositions</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center">n/a</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">3.3 &#150; Trends</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD nowrap align="center">6<SUP>(2)</SUP></TD>
    <TD nowrap></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Item&nbsp;4 &#150; Narrative Description of the Business</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">4.1 &#150; General-Business Overview</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD nowrap align="right">1-8<SUP>(3)</SUP></TD>
    <TD nowrap></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:50px; text-indent:-10px">&#150; Employees</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="center">21<SUP>(4)</SUP></TD>
    <TD nowrap></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:50px; text-indent:-10px">&#150; Properties, Trademarks, Environmental
and Other Matters</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center">5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD nowrap align="center">8, 24-30 <SUP>(1)</SUP>, 30-31<SUP>(5)</SUP></TD>
    <TD nowrap></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Item&nbsp;5 &#150; Selected Consolidated Financial Information</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">5.1 &#150; Annual Information</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="center">35<SUP>(6)</SUP></TD>
    <TD nowrap></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">5.2 &#150; Dividends</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center">6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Item&nbsp;6 &#150; Management&#146;s Discussion and Analysis</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">1-30</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Item&nbsp;7 &#150; Market for Securities</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center">6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Item&nbsp;8 &#150; Directors and Officers</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">6-11</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="center">3<SUP> (7)</SUP>, 25<SUP>(9)</SUP></TD>
    <TD nowrap> </TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Item&nbsp;9 &#150; Additional Information</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center">11</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="center" nowrap>3<SUP>(8)</SUP>, 11-12<SUP>(10)</SUP></TD>
    <TD nowrap></TD>
</TR>


<!-- End Table Body -->
</TABLE>
</DIV>



<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">(1)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Under the heading &#147;Intercompany and Related Party Transactions&#148;.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">(2)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Under the heading &#147;Recent Wireless Industry Trends&#148;.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">(3)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Under the headings &#147;Overview&#148;, &#147;Company Strategy&#148;, &#147;Key Performance
Indicators&#148; &#147;Seasonality&#148; &#147;Overview of Government Regulation and
Regulatory Developments&#148; and &#147;Competition&#148;.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">(4)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Under the heading &#147;Employees&#148;.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">(5)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Under the heading &#147;Commitments and Contractual Obligations&#148;.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">(6)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Under the heading &#147;Five-Year Financial Summary&#148;.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">(7)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Under the heading &#147;Shares Entitled to be Voted at the Meeting &#150; Principal
Holders of Shares of the Corporation&#148;.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">(8)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Under the heading &#147;Shares Entitled to be Voted at the Meeting&#148;.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">(9)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Under the heading &#147;Board Committees&#148;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">(10)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Under the heading &#147;Take-Over Bid Protection for Class&nbsp;B Restricted Voting
Shares&#148;.</TD>
</TR>

</TABLE>


<P align="center" style="font-size: 10pt">2
</DIV>

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<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt"><B>ITEM 2 &#151; CORPORATE STRUCTURE</B>

<P align="left" style="font-size: 10pt"><B>Item&nbsp;2.1 &#151; Name and Incorporation </B>Rogers Wireless Communications Inc. (&#147;RWCI&#148;
or the &#147;Company&#148; and, together with its subsidiaries, &#147;Wireless&#148;) is a holding
company which has been continued under the <I>Canada Business Corporations Act</I>.
Rogers Wireless Inc. (&#147;RWI&#148;) is the principal operating subsidiary of RWCI.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In June&nbsp;2000, amendments were made to the articles of RWCI to change the
name of the Company to &#147;Rogers Wireless Communications Inc.&#148; in English and
&#147;Rogers Communications sans fil Inc.&#148; in French or such other similar names or
versions acceptable to the Director, Industry Canada. This change corresponded
with the name change of the Company&#146;s operating subsidiary from Rogers Cantel
Inc. to Rogers Wireless Inc.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In May&nbsp;2002, changes were made to the articles of the Company to amend the
constrained share provisions in its articles principally to better conform with
the <I>Telecommunications Act </I>(Canada) and the <I>Radiocommunication Act </I>(Canada).
Most significantly, the amendments provided that: (i)&nbsp;the maximum number of
Class&nbsp;A Multiple Voting Shares of RWCI that may be held by or on behalf of
non-Canadians be 33&nbsp;1/3 of the total number of issued and outstanding
voting shares; and (ii)&nbsp;for the sale of Class&nbsp;A Multiple Voting Shares if
certain ownership levels are exceeded. In addition, the articles were amended
to provide that: (i)&nbsp;the registered office of RWCI be located in the Province
of Quebec, as opposed to the &#147;Urban Community of Montreal&#148; as previously
provided; and (ii)&nbsp;meetings of shareholders of RWCI may be held outside of
Canada at any of the following places in the United States: Seattle,
Washington; New York, New York; Dallas, Texas; Atlanta, Georgia; San Francisco,
California; and Boston, Massachusetts as well as Tokyo, Japan.

<P align="left" style="font-size: 10pt"><B>Item&nbsp;2.2 &#151; Intercorporate Relationships </B>The following organization chart
illustrates, as of December&nbsp;31, 2003, the ownership structure of RWCI and its
principal subsidiaries and indicates the jurisdiction of incorporation of each
entity shown. As noted, RWCI is a corporation controlled by Rogers
Communications Inc. (&#147;Rogers&#148; or &#147;RCI&#148;).



<P align="center" style="font-size: 10pt"><IMG src="t14763p6908701.gif" alt="(FLOWCHART)">



<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">(1)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Undiluted. The ownership interest held by AT&#038;T Wireless Services, Inc.
(&#147;AWE&#148;) is held indirectly. Voting power for RCI, AWE and the public
shareholders at December&nbsp;31, 2003 was approximately 67.4%, 31.1% and 1.5%,
respectively.</TD>
</TR>

</TABLE>


<P align="center" style="font-size: 10pt">3
</DIV>

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<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt"><B>ITEM 3 &#151; GENERAL DEVELOPMENT OF THE BUSINESS</B>

<P align="left" style="font-size: 10pt"><B>2004 Year-to-Date Developments</B>



<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>On February&nbsp;20, 2004, RWI completed a private placement of an
aggregate principal amount of US$750.0&nbsp;million 6.375% Senior Secured
Notes due 2014. Approximately US$734.7&nbsp;million of the proceeds were
used on March&nbsp;26, 2004 to redeem US$196.1&nbsp;million 8.30% Senior
Secured Notes due 2007, US$179.1&nbsp;million 8.80% Senior Subordinated
Notes due 2007, and US$333.2&nbsp;million 9 3/8% Senior Secured Debentures
due 2008, together with related redemption premiums.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>On October&nbsp;8, 2004 the Company and its bank lenders
entered into an amending agreement to the Company&#146;s
$700.0&nbsp;million bank credit facility that provided among other
things, for a two year extension to the maturity date and the
reduction schedule so that the bank credit facility now reduces by
$140.0&nbsp;million on each of April&nbsp;30, 2008 and April&nbsp;30,
2009 with the maturity date on April&nbsp;30, 2010. The provision
for early maturity in the event that the Company&#146;s 10-1/2 %
senior secured notes due 2006 are not repaid (by refinancing or
otherwise) on or prior to December&nbsp;31, 2005 has been eliminated.
In addition, certain financial ratios to be maintained on a quarterly
basis have been made less restrictive, the restriction on the annual
amount of PP&amp;E expenditures has been eliminated and the restriction
on the payment of dividends and other shareholder distributions has
been eliminated other than in the case of a default or event of
default under the terms of the credit facility.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>On October&nbsp;13, 2004, RCI announced the completion of its
purchase of the 48,594,172 Class&nbsp;B Restricted Voting shares of
RWCI owned by JVII General Partnership (&#147;JVII&#148;), a
partnership owned by AWE, for a cash price of $36.37 per share for a
total of approximately $1,767&nbsp;million. The number of
Class&nbsp;B Restricted Voting shares purchased reflects the
conversion of the Class&nbsp;A Multiple Voting shares owned by JVII
to such Class&nbsp;B shares upon closing.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>With the completion of the purchase, RCI beneficially owns
64,911,816 Class&nbsp;B Restricted Voting shares, representing
approximately 80.9% of the issued and outstanding Class&nbsp;B
Restricted Voting shares, and 62,820,371 Class&nbsp;A Multiple Voting
shares, representing 100% of the issued and outstanding Class&nbsp;A
Multiple Voting shares, and which combined represent a total
ownership position of approximately 89.3% of the total issued and
outstanding shares of both classes of such shares of RWCI.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>RCI funded the approximate $1,767&nbsp;million cash purchase
price of the 48.6&nbsp;million shares of RWCI through a
$1,750&nbsp;million secured bridge financing facility of up to two
years with a group of Canadian financial institutions. The facility
stipulates mandatory repayments, subject to certain exceptions, from
the incurrence of debt or equity of RCI or the Company.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>On September&nbsp;20, 2004, the Company announced an
agreement with Microcell Telecommunications Inc.
(&#147;Microcell&#148;) to make an all cash tender offer of $35.00
per share to acquire Microcell. The Company completed the acquisition
on November&nbsp;12, 2004. The funding for this acquisition was
comprised of the utilization of the Company&#146;s cash on hand,
drawdowns under the Company&#146;s committed $700.0&nbsp;million bank
credit facility, and proceeds from a bridge loan from RCI of up to
$900.0&nbsp;million, of which $850.0&nbsp;million has been drawn. The
bridge loan has a term of up to two years from November&nbsp;9, 2004
and was made on an subordinated unsecured basis. The bridge loan
bears interest at 6% per annum and is prepayable in whole or in part
without penalty. RCI funded the $850.0&nbsp;million drawdown on the
bridge loan using cash on hand, cash received from Rogers Cable in
the form of a return of capital and cash received from Rogers Media
in the form of a repayment of an intercompany advance made to Rogers
Media by RCI. Each of Rogers Cable and Rogers Media made drawdowns
under its respective committed bank credit facilities to fund the
cash transfers to RCI.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>On November&nbsp;12, 2004, the Company announced its intention
to complete an offering of $460.0&nbsp;million 7.625% Senior
(Secured) Notes Due 2011, U.S.$550.0&nbsp;million Floating Rate
Senior (Secured) Notes Due 2010, U.S.$470.0&nbsp;million 7.25%
Senior (Secured) Notes Due 2012, U.S.$560.0&nbsp;million 7.5% Senior
(Secured) Notes Due 2015, and U.S.$400.0&nbsp;million 8.0% Senior
Subordinated Notes Due 2012.</TD>
</TR>


</TABLE>


<P align="left" style="font-size: 10pt"><B>Three Year History<BR>
2003 Highlights</B>


<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Completed the deployment of GSM/GPRS technology operating in
the 850 MHz spectrum range across the national footprint, expanding
the capacity and also enhancing the quality of the GSM/GPRS network.
Began trials of EDGE technology in the Vancouver market at the end of
2003 which, accomplished by the installation of a network software
upgrade, more than triples the wireless data transmission speeds
available on its network.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Announced that the Company  would transition the branding to Rogers
Wireless from Rogers AT&#038;T Wireless on March&nbsp;8, 2004. The transition
has begun bringing greater clarity to the Rogers brand in Canada. As
a result, a non-cash charge in 2003 of approximately $20.0&nbsp;million
was recorded to reflect the accelerated amortization of the
associated brand licence costs the decision to terminate the licence
had been made in 2003.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt"><B>2002 Highlights</B>


<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Completed the installation of the 1.9 GHz GSM/GPRS network to
fully match the coast-to-coast analog footprint, covering
approximately 93% of the Canadian population, and began deployment of
GSM/GPRS service at 850 MHz late in 2002;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Commenced cross-border GSM roaming into the U.S. with AWE and
Cingular Wireless LLC, and into 54 other countries around the world;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Repurchased US$45.9&nbsp;million aggregate principal amount of U.S.
dollar-denominated long term debt, resulting in a gain of $31.0
million.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt"><B>2001 Highlights</B>


<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Successfully participated in Industry Canada&#146;s spectrum
licensing auction in January&nbsp;2001, which resulted in the acquisition
of 23 licenses of 10 MHz each of spectrum in various regions across
Canada;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Launched 1.9 GHz GSM/GPRS wireless voice and data services to
85% of the Canadian population (reached 93% in 2002);</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Completed the implementation of the new AMDOCS billing and
customer care system with the integration of data and messaging
customers;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Completed three financing transactions:</TD>
</TR>

</TABLE>


<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">1.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>On April&nbsp;12, 2001, RWI amended its bank credit facility
to provide it with a revolving credit facility of $700&nbsp;million
with no reduction until April&nbsp;30, 2006 and a final maturity on
April&nbsp;30, 2008;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">2.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>On April&nbsp;18, 2001, RWCI completed an equity rights
offering, yielding approximately $419.9&nbsp;million, net of costs; and</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">3.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>On May&nbsp;2, 2001, RWI completed a debt issue in an
aggregate amount of US$500&nbsp;million (approximately Cdn$770&nbsp;million)
of 9.625% Senior Secured Notes due May&nbsp;1, 2011, the full amount of
which has been hedged with respect to foreign exchange.</TD>
</TR>

</TABLE>


<P align="center" style="font-size: 10pt">4
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt"><B>ITEM 4 &#151; NARRATIVE DESCRIPTION OF THE BUSINESS</B>


<P align="left" style="font-size: 10pt"><B>Properties, Trademarks, Environmental and Other Matters</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In most instances, Wireless owns the assets essential to its operations.
The major fixed assets of Wireless are transmitters, microwave systems,
antennae, buildings and electronic transmission, receiving and processing
accessories and other wireless network equipment (including switches, radio
channels, base station equipment, microwave facilities and cell equipment).
Wireless also leases land and space on buildings for the placement of antenna
towers and generally leases the premises on which its switches are located,
principally under long term leases. Wireless owns a Toronto office complex in
which its executive offices are located. Wireless is also leasing a majority
of this office space to RCI and other subsidiaries of RCI. In addition,
Wireless owns service vehicles, data processing facilities and test equipment.
The operating systems and software related to these assets are either owned by
Wireless or are used under license. Most of Wireless&#146; assets are subject to
various security interests in favour of lenders.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company&#146;s wireless network reaches approximately 93% of the Canadian
population and is located in all ten provinces.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Wireless owns or has licensed various brands and trademarks used in its
businesses. Wireless maintains customer lists for its businesses. Various of
Wireless&#146; trade names are protected by trademark. Wireless&#146; intellectual
property, including its trade names, brands, properties and customer lists, is
important to its operations.

<P align="left" style="font-size: 10pt">Environmental protection requirements applicable to Wireless&#146; operations are
not expected to have a significant effect on its capital expenditures, earnings
or its competitive position in the current or future fiscal years.



<P align="left" style="font-size: 10pt"><B>ITEM 5 &#151; SELECTED CONSOLIDATED FINANCIAL INFORMATION</B>


<P align="left" style="font-size: 10pt"><B>Dividend Policy</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;There were no cash dividends declared by RWCI for the period from
September&nbsp;1, 1985 to December&nbsp;31, 2003. Any future determination as to the
payment of dividends will be at the discretion of the Board of Directors of
RWCI and will depend on Wireless&#146; operating results, financial condition and
capital requirements, general business conditions and such other factors as the
Board of Directors of RWCI deems relevant. Wireless is party to various credit
agreements that restrict Wireless&#146; ability to declare dividends.


<P align="left" style="font-size: 10pt"><B>ITEM 6 &#151; MANAGEMENT&#146;S DISCUSSION AND ANALYSIS</B>


<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The 2003 MD&#038;A is incorporated herein by reference.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt"><B>ITEM 7 &#151; MARKET FOR SECURITIES</B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Rogers Wireless Communications Inc. Class&nbsp;B Restricted Voting Shares (in
Canada: RCM.B, in the United States: RCN. CUSIP # 775315104) are listed in
Canada on the Toronto Stock Exchange and in the United States on the New York
Stock Exchange.


<P align="center" style="font-size: 10pt">5
</DIV>

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<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt"><B>ITEM 8 &#151; DIRECTORS AND OFFICERS</B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As at December&nbsp;31, 2003, RWCI&#146;s directors and officers as a group owned or
controlled, directly or indirectly, an aggregate of 62,820,371 Class&nbsp;A Multiple
Voting shares of RWCI, representing approximately 69.4% of the issued and
outstanding Class&nbsp;A Multiple Voting shares of RWCI, and an aggregate of
16,317,644 Class&nbsp;B Restricted Voting shares of RWCI, representing approximately
31.4% of the issued and outstanding Class&nbsp;B Restricted Voting shares of RWCI.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Following is a list of directors and principal executive officers of RWCI
prepared as of December&nbsp;31, 2003, indicating their municipality of residence
and their principal occupation within the five preceding years. Each director
is elected at the annual meeting of shareholders to serve until the next annual
meeting or until a successor is elected or appointed. Officers are appointed
annually and serve at the discretion of the Company&#146;s Board of Directors.

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="95%">

<!-- Begin Table Head --><TR valign="bottom">
    <TD width="38%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="59%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Name</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Position</B><HR size="1" noshade></TD>
</TR>


<!-- End Table Head -->

<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Edward S. Rogers, O.C.(2)(4)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director and Chairman</TD>
</TR>

<TR valign="bottom">

<TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">H.
Garfield Emerson, Q.C.(1)(2)(7)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director and Deputy Chairman</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Nadir H. Mohamed(2)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director and President and Chief Executive Officer</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Joseph B. Chesham
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">President, Ontario Region</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Jean Laporte
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">President, Eastern Region</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Darryl E. Levy
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">President, Midwest Region</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Arnold J. Stephens
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">President, Western Canada</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Robert F. Berner
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Executive Vice President and Chief Technology Officer</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Robert W. Bruce
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Executive Vice President, Chief Marketing Officer and President,
Wireless Data Services</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">James S. Lovie
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Executive Vice President, Sales, Service and Distribution</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Bruce Burgetz
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Senior Vice President and Chief Information Officer</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">John R. Gossling
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Senior Vice President and Chief Financial Officer</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">M. Lorraine Daly
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Vice President, Treasurer</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Alan D. Horn
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Vice President</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Donna McNicol
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Vice President, Human Resources</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Graeme H. McPhail
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Vice President, Associate General Counsel</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">David P. Miller
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Vice President, General Counsel and Secretary</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Lewis M. Chakrin(2)(3)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">George A. Fierheller(1)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director and Honourary Chairman</TD>
</TR>

<TR valign="bottom">

<TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Albert Gnat, Q.C.(5)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">James C. Grant(1)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Thomas I. Hull(2)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Kent Mathy(3)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Pierre L. Morrissette(1)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director</TD>
</TR>

<TR valign="bottom">

<TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">The
Hon. David R. Peterson, P.C., Q.C.(1)(6)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Jordan M. Roderick(2)(3)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Edward Rogers(2)(4)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Loretta A. Rogers(4)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">G. Michael Sievert (3)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">J. Christopher C. Wansbrough(1)(2)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director</TD>
</TR>


<!-- End Table Body -->
</TABLE>
</DIV>



<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(1)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Member of the Audit Committee.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(2)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Member of the Executive Committee.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(3)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>In 1999, RWCI, RCI and JVII entered into a number of agreements, including a shareholders&#146; agreement which provides for, among other
things, the grant by RCI of certain governance rights in favour of JVII with respect to RWCI so long as JVII holds at least 20% of the
equity shares of RWCI, including the ability to nominate four directors to RWCI&#146;s board of directors. Messrs.&nbsp;Chakrin, Mathy and
Roderick serve as our directors pursuant to the shareholders&#146; agreement.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(4)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Loretta A. Rogers is the wife of Edward S. Rogers, O.C. Edward Rogers is the son of Edward S. Rogers, O.C. and Loretta A. Rogers.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(5)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Albert Gnat died on April&nbsp;15, 2004.</TD>
</TR>









<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(6)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Mr.&nbsp;Peterson was a director of YBM Magnex International
Inc. when the Ontario Securities Commission issued cease trade orders
in May&nbsp;1998.</TD>
</TR>



<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(7)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Mr.&nbsp;Emerson was a director of Livent Inc. when the
Ontario Securities Commission issued a cease trade order at the
request of Livent Inc. in
August&nbsp;1998. Mr.&nbsp;Emerson resigned as director of Livent
Inc. in November 1998.</TD>
</TR>




</TABLE>


<P align="center" style="font-size: 10pt">6
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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Edward S. Rogers, O.C.</I>, 70, a resident of Toronto, Ontario and has been
Chairman of the Corporation since May, 1991. Mr.&nbsp;Rogers is also President and
Chief Executive Officer of Rogers Communications Inc. He also serves as a
director of Rogers Communications Inc., Rogers Cable Inc., Rogers Media Inc.,
Rogers Telecommunications Limited, Cable Television Laboratories, Inc. and the
Canadian Cable Television Association. Mr.&nbsp;Rogers holds a B.A., University of
Toronto, LL.B., Osgoode Hall Law School, and was called to the Bar of Ontario
in 1962. Mr.&nbsp;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.&nbsp;Rogers
was inducted into the U.S. Cable Hall of Fame.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>H.&nbsp;Garfield Emerson</I>, 63, <I>Q.C., </I>a resident of Toronto, Ontario and has been
a director of the Corporation since April, 1992 and Deputy Chairman of the
Board since May, 2002. Mr.&nbsp;Emerson is also a director of CAE Inc., Canada
Deposit Insurance Corporation, Wittington Investments, Limited, Rogers
Communications Inc., Rogers Cable Inc., Rogers Media Inc., Rogers
Telecommunications Limited and Sunnybrook &#038; Women&#146;s Health Sciences Centre. Mr.
Emerson is the past Chair of the Sunnybrook &#038; Women&#146;s Foundation and past Chair
of the Campaign for Victoria University in the University of Toronto. He is a
former director of the University of Toronto Asset Management Corporation and
member of the Business Board of the University of Toronto. Mr.&nbsp;Emerson joined
Fasken Martineau DuMoulin LLP, a national law firm, in August, 2001 as National
Chair and a senior partner and leader of the firm&#146;s mergers and acquisitions
practice. In 1990, Mr.&nbsp;Emerson established NM Rothschild &#038; Sons Canada Limited,
an investment banking firm affiliated with the Rothschild international
investment and merchant bank and, from 1990 to 2001, served as its President
and Chief Executive Officer. Prior to this, Mr.&nbsp;Emerson practiced law as a
senior partner with Davies, Ward &#038; Beck Toronto, from 1970 to 1990. Mr.&nbsp;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&#146;s Counsel in 1980.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Nadir H. Mohamed, </I>48, a resident of Toronto, Ontario, and has been a
director of the Corporation since June, 2001. Mr.&nbsp;Mohamed is President and
Chief Executive Officer of the Corporation. Prior to joining the Corporation,
Mr.&nbsp;Mohamed served as Senior Vice-President, Marketing and Sales, Telus
Communications Inc., held several senior financial, strategic business
development and operational management positions at both BC Tel and BC Tel
Mobility and served as President and Chief Operating Officer, BC Tel Mobility.
Mr.&nbsp;Mohamed is a director of Sierra Wireless, Inc. and Cinram International
Inc. Mr.&nbsp;Mohamed holds an undergraduate degree from the University of British
Columbia and received his C.A. designation in 1980.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Joseph B. Chesham</I>, a resident of Newmarket, Ontario, was appointed our
President, Ontario Region in March&nbsp;2003. Prior to his appointment, Mr.&nbsp;Chesham
served as Vice President, National Corporate Sales from December&nbsp;2002 to March
2003 and Vice President, Sales and Distribution for the Ontario Region from
September&nbsp;2001 to December&nbsp;2002.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Jean Laporte</I>, a resident of Montreal, Quebec, was appointed our President,
Eastern Region in 2002. Prior to his appointment, Mr.&nbsp;Laporte served as a
senior officer of Microcell, most recently as National Vice President, Sales,
Fido Stores from 2001 to 2002 and as Vice President and General Manager,
Eastern Canada from 1997 to 2001.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Darryl E. Levy</I>, a resident of Winnipeg, Manitoba, was appointed our
President, Midwest Region in August&nbsp;2000. From 1994 to 2000, Mr.&nbsp;Levy served as
General Manager, Midwest Region.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Arnold J. Stephens</I>, a resident of Calgary, Alberta, was appointed our
President, Western Canada in September&nbsp;2000. Prior to his appointment, Mr.
Stephens held a series of senior management positions at Telus Mobility from
1989 to 2000, most recently as Acting President of Telus Mobility and Acting
Executive Vice President of Telus.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Robert F. Berner</I>, a resident of Unionville, Ontario, has been our
Executive Vice President and Chief Technology Officer since January&nbsp;2002. He
was appointed our Senior Vice President and Chief


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<DIV style="font-family: 'Times New Roman',Times,serif">
<P align="left" style="font-size: 10pt">Technology Officer in 1997, prior to which Mr.&nbsp;Berner served as Vice President
and Chief Technology Officer from 1996 to 1997. Mr.&nbsp;Berner has been associated
with us since 1985. Mr.&nbsp;Berner currently serves as a director of Tropian Inc.,
a privately held company, and is a founding member and director of the board of
governors of the 3G Americas Consortium.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Robert W. Bruce</I>, a resident of Toronto, Ontario, was appointed Executive
Vice President, Chief Marketing Officer and President, Wireless Data Services
in 2001. Prior to his appointment with Wireless, Mr.&nbsp;Bruce served as Senior
Vice President of Marketing for Bell Mobility, prior to which Mr.&nbsp;Bruce held
senior operating and marketing positions with Oshawa Foods Limited, Pepsi-Cola
Canada Beverages Inc. and Warner Lambert.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>James S. Lovie</I>, a resident of Aurora, Ontario, was appointed Executive
Vice President, Sales, Service and Distribution in 2001. Prior to his
appointment with us, Mr.&nbsp;Lovie served as President and Chief Operating Officer
of Axxent Corporation (a CLEC company), prior to which Mr.&nbsp;Lovie served as
President and Chief Executive Officer of cMeRun Corp. (Internet company). From
1998 to 2000, Mr.&nbsp;Lovie served as President and Chief Executive Officer of Bell
Distribution Inc. (Bell Canada&#146;s retail distribution company).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Bruce Burgetz</I>, a resident of Toronto, Ontario, was appointed Senior Vice
President and Chief Information Officer in April&nbsp;2002. Prior to joining us, Mr.
Burgetz served as Senior Vice President of Information Technology and Chief
Information Officer for Shoppers Drug Mart. Mr.&nbsp;Burgetz was associated with
Shoppers Drug Mart from 1992 to 2002.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>John R. Gossling</I>, a resident of Toronto, Ontario, was appointed our Senior
Vice President and Chief Financial Officer in July&nbsp;2000. From 1985 to 2000, Mr.
Gossling held various positions with KPMG LLP, most recently as a partner in
KPMG&#146;s US Capital Markets Group based in New York City and London, England. Mr.
Gossling received his Chartered Accountant designation in 1989.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>M.&nbsp;Lorraine Daly</I>, a resident of Toronto, Ontario, has served as our Vice
President, Treasurer since 1991. Ms.&nbsp;Daly has also served as Vice President,
Treasurer of RCI since 1989 and has been associated with RCI since 1987.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Alan D. Horn</I>, a resident of Toronto, Ontario, has served as a Vice
President since 1996 and, from October&nbsp;1999 until May&nbsp;2003, served as a
Director. Mr.&nbsp;Horn has served as Vice President, Finance and Chief Financial
Officer of RCI since 1996, prior to which Mr.&nbsp;Horn served as Vice President,
Administration of RCI.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Donna McNicol</I>, a resident of Mississauga, Ontario, was appointed our Vice
President, Human Resources in 2002.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Graeme H. McPhail</I>, a resident of Toronto, Ontario, has served as Vice
President and Associate General Counsel since 1996. Mr.&nbsp;McPhail has also served
as Vice President, Associate General Counsel of RCI since 1996 and has been
associated with RCI since 1991.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>David P. Miller</I>, a resident of Toronto, Ontario, has served as Vice
President and General Counsel to RCI since 1987 and as our Vice President,
General Counsel and Secretary since 1991. Mr.&nbsp;Miller also served as a Director
in 2000 and 2001.


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<DIV style="font-family: 'Times New Roman',Times,serif">
<P align="left" style="font-size: 10pt"><I>Lewis M. Chakrin</I>, 56, a resident of Mendham, New Jersey, and has been a
director of the Corporation since October, 2001. Mr.&nbsp;Chakrin is Executive
Vice-President, Corporate Strategy and Business Development AT&#038;T Wireless
Services, Inc. Mr.&nbsp;Chakrin joined Bell Labs in 1969 and served as a supervisor
in the Operations Research Group and the Network Architecture Planning Group.
He joined AT&#038;T Corporate Headquarters in 1982 and served in various capacities
including Vice-President, Business Sales Division, Strategic Planning
Vice-President, International Communications Services, Vice-President, Personal
Communications Services, Vice-President Business Development and Corporate
Strategy and Vice-President, Consumer Product Management. Mr.&nbsp;Chakrin holds a
M.Sc. in Operations Research, Columbia University, and an M.B.A. and Ph.D. in
Finance, New York University&#146;s Graduate School of Business.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>George A. Fierheller</I>, 70, a resident of Toronto, Ontario, and has been a
director of the Corporation since May, 1991. Mr.&nbsp;Fierheller is President, Four
Halls Inc. and served with IBM prior to founding Systems Dimensions Limited in
1968. Mr.&nbsp;Fierheller was appointed President and Chief Executive Officer,
Premier Cablesystems Limited in 1979, Vice-Chairman of the merged Rogers
Cablesystems Inc. in 1980 and Chairman and Chief Executive Officer of Rogers
Wireless Mobile Communications Inc. in 1989. Mr.&nbsp;Fierheller is a director of
Extendicare Inc., the Sunnybrook &#038; Women&#146;s Hospital Foundation, the Council for
Business and the Arts in Canada, the Canadian Institute for Advanced Research
and the Greater Toronto Marketing Alliance. Mr.&nbsp;Fierheller holds an Honours
Degree (Political Science and Economics), University of Toronto, 1955. Mr.
Fierheller was appointed a Member of The Order of Canada in 2000.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>James C. Grant</I>, 67, a resident of Oakville, Ontario, and has been a
director of the Corporation since April, 1992. Mr.&nbsp;Grant is President, C.G.
James &#038; Associates. Previously, Mr.&nbsp;Grant held senior positions with the Royal
Bank of Canada, including Deputy Head of the Retail Division responsible for
Strategic Planning and Executive Vice-President, Systems and Technology. Mr.
Grant serves as a director of AgoraeGlobal, U.S.A. and Secure Electrans Limited
(U.K.). Mr.&nbsp;Grant represented Canada in a number of international associations
including the Business Industry Advisory Committee to the O.E.C.D., the
International Chamber of Commerce on Information Systems and the
Telecommunications and Computer Services Sectoral Advisory group on
International Trade, Government of Canada (NAFTA). Mr.&nbsp;Grant holds a B.Eng.,
Technical University of Nova Scotia.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Thomas I. Hull</I>, 72, a resident of Toronto, Ontario and has been a director
of the Corporation since May, 1991. Mr.&nbsp;Hull is Chairman and Chief Executive
Officer of The Hull Group of Companies. Mr.&nbsp;Hull is also a director of Rogers
Communications Inc., Rogers Media Inc. and Rogers Telecommunications Limited
Mr.&nbsp;Hull is a graduate of Upper Canada College and the Insurance Co. of North
America College of Insurance and Risk Management. Mr.&nbsp;Hull is a life member of
the Canadian Association of Insurance and Financial Advisors and past president
of the Life Underwriters&#146; Association of Toronto.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Kent J. Mathy</I>, 44, a resident of Kenilworth, Illinois, and has been a director
of the Corporation since October, 2003. Mr.&nbsp;Mathy is Executive Vice-President,
Business Market Groups, AT&#038;T Wireless Services, Inc. Previously Mr.&nbsp;Mathy
served as Chairman, President and Chief Executive Officer, Celox Networks.
Prior to joining Celox, Mr.&nbsp;Mathy served with AT&#038;T, holding numerous management
positions nationwide over a period of 18&nbsp;years. Mr.&nbsp;Mathy holds a Bachelor of
Business Administration, Marketing, University of Wisconsin-Oshkosh, 1981, and
attended the University of Michigan, Executive Programme, 1993.


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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Pierre L. Morrissette</I>, 57, a resident of Oakville, Ontario and has been a
director of the Corporation since May, 1991. Mr.&nbsp;Morrissette serves as
Chairman, President and Chief Executive Officer of Pelmorex Inc. Mr.
Morrissette previously served as President and Chief Executive Officer,
Canadian Satellite Communications Inc., Chairman and Chief Executive Officer,
CI Cable Systems, Senior Vice-President and Chief Financial Officer, Telemedia
Communications Inc., President, Gasbeau Investments and President, Telemedia
Enterprises. Mr.&nbsp;Morrissette serves on the Advisory Boards of The Richard Ivey
School of Business and Meteorological Services of Canada, Environment Canada.
Mr.&nbsp;Morrissette holds a B.A. (Economics), Loyola of Montreal, and an M.B.A.,
University of Western Ontario.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>The Hon. David R. Peterson, P.C., Q.C., </I>60, a resident of Toronto, Ontario
and has been a director of the Corporation since May, 1991. Mr.&nbsp;Peterson is a
senior partner and Chairman of Cassels Brock &#038; Blackwell LLP and Chairman of
Cassels Pouliot Noriega, an international affiliation of Toronto, Montreal and
Mexico City law firms. Mr.&nbsp;Peterson was elected as a Member of the Ontario
Legislature in 1975 and became the Leader of the Ontario Liberal party in 1982.
He served as Premier of Ontario between 1985 and 1990. Mr.&nbsp;Peterson is also a
director of a number of boards that includes Ivanhoe Cambridge Shopping Centres
Limited, Industrielle Alliance Assurance Company and National Life Assurance
Company of Canada, Rogers Communications Inc. and BNP Paribas. Mr.&nbsp;Peterson
holds a B.A. and LL.B., University of Toronto, was called to the Bar of Ontario
in 1969, appointed Queen&#146;s Counsel in 1980, and summoned by Her Majesty to the
Privy Council in 1992.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Jordan Roderick</I>, 46, a resident of Redmond, Washington and has been a
director of the Corporation since April, 2000. Mr.&nbsp;Roderick is President,
International, AT&#038;T Wireless Services, Inc. Prior to his current position, Mr.
Roderick was Executive Vice-President Wireless Technology and Products and
served in a variety of roles with LIN, McCaw Cellular and AT&#038;T Wireless
Services, Inc., including Executive Vice-President, Cellular One in New York
and Vice-President, Products Development, AT&#038;T Wireless Services, Inc. Mr.
Roderick serves as a director of Rogers Wireless Inc. and PrairieComm, Inc. Mr.
Roderick holds a B.A. and M.B.A. from Dartmouth College.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Edward Rogers, </I>34, a resident of Toronto, Ontario, has served as our
Director and a director of RWCI since 1999. Mr.&nbsp;Rogers also serves as a
director of RCI, Rogers Media Inc. and Futureway Communications Inc. Mr.&nbsp;Rogers
is President and Chief Executive Officer of Rogers Cable Inc. Previously, Mr.
Rogers was Senior Vice President, Planning of RCI and, from 1998 to 2000,
served as Vice President, General Manager, Greater Toronto Area, Rogers Cable
Inc. From 1996 to 1998, Mr.&nbsp;Rogers served as our Vice President and General
Manager of Paging, Data and Emerging Technologies.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Loretta A. Rogers, 65</I>, a resident of Toronto, Ontario. Mrs.&nbsp;Rogers serves
as a director of Rogers Communications Inc., Rogers Media Inc., Rogers
Telecommunications Limited and Sheena&#146;s Place. Mrs.&nbsp;Rogers holds a B.A.,
University of Miami, and an honourary Doctorate of Laws, University of Western
Ontario.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>G.&nbsp;Michael Sievert</I>, 34, a resident of Yarrow Point, Washington and has
been a director of the Corporation since October, 2002. Mr.&nbsp;Sievert is
Executive Vice-President and Chief Marketing Officer, AT&#038;T Wireless Services,
Inc. , a position he has held since March, 2002. Previously, Mr.&nbsp;Sievert served
as Chief Marketing and Sales Officer, E*TRADE Group, Inc. and has held
executive positions with IBM and Proctor &#038; Gamble. Mr.&nbsp;Sievert holds a B.Sc. in
Economics, The Wharton School, University of Pennsylvania.


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<DIV style="font-family: 'Times New Roman',Times,serif">
<P align="left" style="font-size: 10pt"><I>J. Christopher C. Wansbrough</I>, 71, a resident of Toronto, Ontario. Mr.
Wansbrough is Chairman, Rogers Telecommunications Limited and has held that
position since December, 1997. Mr.&nbsp;Wansbrough serves as a director of Rogers
Communications Inc., Rogers Cable Inc., Rogers Media Inc. and United
Corporations Ltd. Mr.&nbsp;Wansbrough has also served as President of National Trust
Company and Chairman of the Board of Omers Realty Corporation. Other
affiliations include Chairman of the Board of the R.S. McLaughlin Foundation
and the Independent Order of Foresters. Mr.&nbsp;Wansbrough holds a B.A., University
of Toronto, and is a Chartered Financial Analyst.



<P align="left" style="font-size: 10pt"><B>ITEM 9 &#151; ADDITIONAL INFORMATION</B>


<P align="left" style="font-size: 10pt"><I>General</I>


<P align="left" style="font-size: 10pt">RWCI shall provide to any company or person, upon request to the Secretary of
RWCI:


<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">(a)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>when the securities of RWCI are in the course of a distribution pursuant
to a short form prospectus or a preliminary short form prospectus has been
filed in respect of a distribution of its securities:</TD>
</TR>

</TABLE>


<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(i)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>one copy of the annual information form of RWCI, together with one
copy of any document, or the pertinent pages of any document,
incorporated by reference in the annual information form;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(ii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>one copy of the comparative financial statements of RWCI for its most
recently completed financial year together with the accompanying report
of the auditor and one copy of any interim financial statements of RWCI
subsequent to the financial statements for its most recently completed
financial year;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(iii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>one copy of the information circular of RWCI in respect of its most
recent annual meeting of shareholders that involve the election of
directors or one copy of any annual filing prepared in lieu of that
information circular, as appropriate; and</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(iv)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>one copy of any other documents that are incorporated by reference
into the preliminary short-form prospectus or the short-form prospectus
and are not required to be provided under (i)&nbsp;to (iii)&nbsp;above;</TD>
</TR>

</TABLE>

<P align="left" style="font-size: 10pt">or


<P align="left" style="font-size: 10pt">(b)&nbsp;at any other time, one copy of any other documents referred to in (a)(i),
(ii)&nbsp;and (iii)&nbsp;above, provided RWCI may require the payment of a reasonable
charge if the request is made by a person or company who is not a security
holder of RWCI.


<P align="left" style="font-size: 10pt">The Secretary of RWCI can be contacted at RWCI&#146;s executive office, located at
One Mount Pleasant Road, Toronto, Ontario, Canada, M4Y 2Y5 (telephone:
416-935-1100).


<P align="left" style="font-size: 10pt">Additional information including directors and officers remuneration and
indebtedness, principal holders of RWCI&#146;s securities, options to purchase
securities and interest of insiders and material transactions is contained in
RWCI&#146;s information circular for its most recent annual meeting of shareholders
that involved the election of directors. Additional financial information is
provided in RWCI&#146;s comparative financial statements for its most recently
completed financial year.




<P align="center" style="font-size: 10pt">11
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<P align="right" style="font-size: 10pt"><B>Exhibit&nbsp;99.1</B>

<P align="left"><IMG src="t14763rogerswire.gif" alt="(ROGERS LOGO)">

<P align="center" style="font-size: 10pt"><B>Rogers Wireless Reports Strong Third Quarter 2004 Results</B><BR>
<BR>
<B><I>Quarterly Network Revenue up 18%, Operating Profit Grows 22% and Net Income<BR>
Increases 154%, While PP&#038;E Expenditures Decline 23%</I></B>



<P align="left" style="font-size: 10pt">TORONTO (October&nbsp;26, 2004) &#151; Rogers Wireless Communications Inc. today announced its
consolidated financial and operating results for the third quarter and nine months ended September
30, 2004.



<P align="left" style="font-size: 10pt"><B>Financial highlights (in thousands of dollars, except per share amounts) are as follows:</B>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head --><TR valign="bottom">
    <TD width="70%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Three Months Ended September 30,</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2004</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2003</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>% Change</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Operating revenue <SUP>(1)</SUP></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">721,136</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">588,615</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">22.5</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Operating profit <SUP>(2)</SUP></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">266,646</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">219,461</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">21.5</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Net income</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">108,384</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">42,741</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">153.6</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Earnings per share &#151; basic</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0.76</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0.30</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">153.3</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Additions to property, plant and equipment</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">89,911</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">116,379</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(22.7</TD>
    <TD nowrap>)</TD>
</TR>

<!-- End Table Body --></TABLE>
</DIV>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head --><TR valign="bottom">
    <TD width="70%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Nine Months Ended September 30,</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2004</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2003</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>% Change</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Operating revenue <SUP>(1)</SUP></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,969,897</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,618,195</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">21.7</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Operating profit <SUP>(2)</SUP></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">727,535</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">552,149</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">31.8</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Net income</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">161,202</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">136,490</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">18.1</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Earnings per share &#151; basic</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1.13</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0.96</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">17.7</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Additions to property, plant and equipment</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">305,790</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">292,865</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4.4</TD>
    <TD>&nbsp;</TD>
</TR>

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</DIV>



<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">1.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Effective January&nbsp;1, 2004, we adopted new accounting standards
regarding the timing of revenue recognition and classification of
certain items as revenue or expense. See the &#147;New Accounting
Standards &#151; Revenue Recognition&#148; section for further details with
respect to the impact of this reclassification. All periods
presented above are prepared on a consistent basis.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">2.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Operating profit should not be considered as a substitute or
alternative for operating income or net income, in each case
determined in accordance with generally accepted accounting
principles (&#147;GAAP&#148;). See the &#147;Reconciliation to Net Income&#148; section
for a reconciliation of operating profit to operating income and
net income under GAAP and the &#147;Key Performance Indicators and
Non-GAAP Measures &#151; Operating Profit&#148; section.</TD>
</TR>

</TABLE>

<P align="left" style="font-size: 10pt"><B>Highlights of the third quarter of 2004 included the following:</B>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Operating revenue increased 22.5% compared to the third
quarter of 2003, with the largest revenue component, network
revenue (which excludes equipment revenue) increasing 18.0%, and
operating profit increasing 21.5%. Operating profit margin as a
percentage of network revenue was 42.0%, compared to 40.7% in the
third quarter of 2003.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Average monthly revenue per postpaid voice and data subscriber
(&#147;ARPU&#148;) was $62.18, an increase of 2.7% from the third quarter of
2003 ARPU of $60.56, reflecting the continued growth of wireless
data and roaming revenues and an increase in the penetration of
optional services.</TD>
</TR>

</TABLE>
<P align="center" style="font-size: 10pt">1
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">


</TABLE>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Net additions of postpaid voice and data subscribers were
88,800 compared to the 97,100 net additions in the third quarter of
2003, reflecting stable churn rates impacting a larger cumulative
base of postpaid subscribers. Net additions of prepaid subscribers
were 8,700 compared to 18,100 in the third quarter of 2003,
reflecting the combination of our continued emphasis on the
higher-value postpaid segment of the market, selling prepaid
handsets at higher price points and more price-competitive prepaid
offerings in the market.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Average monthly postpaid churn was unchanged at 1.85% compared
to the third quarter of 2003 and average monthly prepaid churn
increased to 2.96% from 2.48% over the same period mainly as a
result of our focus on postpaid and competitive offers in the
market.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Revenues from wireless data services grew approximately 90.1%
year-over-year to $36.3&nbsp;million from $19.1&nbsp;million in the third
quarter of 2003, and represented approximately 5.7% of network
revenue compared to 3.5% in the third quarter of 2003.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Net income was $108.4&nbsp;million in the three-month period ended
September&nbsp;30, 2004 compared to $42.8&nbsp;million in the third quarter
of 2003. The $65.6&nbsp;million year-over-year increase in net income
primarily reflects the increase in operating profit of $47.1
million combined with the decrease in depreciation and amortization
expense of $10.2&nbsp;million and higher foreign exchange gains on the
unhedged portion of U.S. dollar denominated long-term debt of $8.8
million.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>To further increase its investment in the Canadian wireless
market, on September&nbsp;13, 2004, our controlling shareholder Rogers
Communications Inc. (&#147;RCI&#148;) announced an agreement to acquire the
34% stake in our Company owned by AT&#038;T Wireless Services, Inc.
(&#147;AWE&#148;) for a cash purchase price of C$36.37 per share. RCI closed
this transaction on October&nbsp;13, 2004, thus increasing its ownership
interest in our company from 55.3% to 89.3%. The sale by AWE of its
stake in our company did not change the extensive North American
wireless voice and data roaming capabilities between the companies,
and our customers continue to enjoy the benefits of seamless
wireless roaming between Canada and the U.S. on North America&#146;s
largest combined GSM/GPRS network.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>To further enhance our scale position in the Canadian wireless
market, on September&nbsp;20, 2004 we announced an all cash bid of C$35
per share, totalling approximately C$1.4&nbsp;billion, to acquire all of
the outstanding equity securities of Microcell Telecommunications
Inc. (&#147;Microcell&#148;), Canada&#146;s fourth largest wireless communications
provider. Microcell&#146;s Board of Directors has recommended that its
shareholders tender to our offer and we mailed the offering
documents to Microcell security holders on September&nbsp;30, 2004. The
initial offer period expires on November&nbsp;5, 2004. The combination
of Rogers Wireless and Microcell would make us the largest wireless
communications operator in Canada, with over 5.1&nbsp;million voice and
data customers across the country, operating Canada&#146;s only
nationwide GSM/GPRS/EDGE wireless network. The completion of this
transaction is subject to the receipt of certain regulatory
approvals and other conditions.</TD>
</TR>


</TABLE>
<P align="center" style="font-size: 10pt">2
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<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">


</TABLE>

<P align="left" style="font-size: 10pt">&#147;These strong third quarter results reflect our continued disciplined operational and
strategic focus on driving superior and sustainable profitability at Rogers Wireless&#148;, said Nadir
Mohamed, President and CEO of Rogers Wireless Communications Inc. &#147;This focus is evident in our
continued strong postpaid subscriber growth, expanding ARPU and stable levels of churn and customer
acquisition cost. From a strategic perspective, our recent offer to acquire Microcell presents a
unique opportunity to benefit from an increased scale position while providing even more Canadians
with our leading array of innovative wireless services built upon the world-standard GSM/GPRS
wireless network platform.&#148;


<P align="left" style="font-size: 10pt"><B>ROGERS WIRELESS COMMUNICATIONS INC.</B>


<P align="left" style="font-size: 10pt"><B>MANAGEMENT&#146;S DISCUSSION AND ANALYSIS FOR THE THIRD QUARTER ENDED SEPTEMBER 30, 2004</B>



<P align="left" style="font-size: 10pt">In this Management&#146;s Discussion and Analysis (&#147;MD&#038;A&#148;) of operating results and financial
position, the terms &#147;Rogers Wireless&#148;, &#147;we&#148;, &#147;us&#148; and &#147;our&#148; refer to Rogers Wireless Communications
Inc. and our wholly-owned subsidiaries Rogers Wireless Inc. (&#147;RWI&#148;) and Rogers Wireless Alberta
Inc. (&#147;RWAI&#148;).



<P align="left" style="font-size: 10pt">This discussion should be read in conjunction with our 2003 Annual MD&#038;A and 2003 Annual
Audited Consolidated Financial Statements and Notes thereto. The financial information presented
herein has been prepared on the basis of Canadian generally accepted accounting principles (&#147;GAAP&#148;)
for interim financial statements. Please refer to Note 18 to our 2003 Annual Audited Consolidated
Financial Statements for a summary of the differences between Canadian GAAP and United States
(&#147;U.S.&#148;) GAAP.


<P align="left" style="font-size: 10pt">Throughout this MD&#038;A, percentage changes are calculated using numbers rounded to the decimal
to which they appear. All dollar amounts are in Canadian dollars unless otherwise indicated.



<P align="left" style="font-size: 10pt"><B>COMPANY OVERVIEW</B>


<P align="left" style="font-size: 10pt">We are a leading Canadian wireless communications service provider, serving more than 4.2
million customers at September&nbsp;30, 2004, including over 4.0&nbsp;million wireless voice and data
subscribers and approximately 211,000 one-way messaging (paging)&nbsp;subscribers. We operate both a
Global System for Mobile Communications/General Packet Radio Service (&#147;GSM/GPRS&#148;) network, with
Enhanced Data for GSM Evolution (&#147;EDGE&#148;) technology, and a seamless integrated Time Division
Multiple Access (TDMA)&nbsp;and analog cellular network. The GSM/GPRS/EDGE network provides coverage to
approximately 93% of Canada&#146;s population. Our seamless TDMA and analog network provides coverage to
approximately 85% of the Canadian population in digital mode, and approximately 93% of the
population in analog mode. We estimate that our more than 4.0&nbsp;million wireless voice and data
subscribers represent approximately 13% of the Canadian population residing in our coverage area
and approximately 28% of the wireless voice and data subscribers in Canada.



<P align="left" style="font-size: 10pt">Subscribers to our wireless services have access to these services in the U.S. through our
roaming agreements with various U.S. wireless operators. Our subscribers also have wireless access
internationally in over 140 countries, including throughout Europe, Asia and Latin America, through
roaming agreements with other wireless providers.


<P align="center" style="font-size: 10pt">3
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt"><B>COMPANY STRATEGY</B>


<P align="left" style="font-size: 10pt">Our business strategy is to achieve profitable growth within the Canadian wireless
communications industry. The elements of this strategy are designed to maximize our cash flow and
return on investment. We remain committed to this strategy, and we believe that the financial and
operating results for the three months and nine months ended September&nbsp;30, 2004 reflect continued
progress in line with our stated strategies.



<P align="left" style="font-size: 10pt">To further our investment and scale position in the Canadian wireless communications market,
we announced with RCI two significant structural and strategic developments during the third
quarter of 2004 that are further described below: an agreement for RCI to acquire from AWE its 34%
interest in our Company and a bid to acquire 100% ownership of Microcell.


<P align="left" style="font-size: 10pt"><B>RCI&#146;S PURCHASE OF ROGERS WIRELESS SHARES FROM AT&#038;T WIRELESS SERVICES, INC.</B>


<P align="left" style="font-size: 10pt">To further its exposure to the Canadian wireless market, on September&nbsp;13, 2004, our
controlling shareholder, RCI, announced an agreement with JVII General Partnership (&#147;JVII&#148;), a
partnership owned by AWE, whereby RCI agreed to purchase all of JVII&#146;s 27,647,888 Class&nbsp;A Multiple
Voting shares (&#147;Class&nbsp;A shares&#148;) and 20,946,284 Class&nbsp;B Restricted Voting shares (&#147;Class&nbsp;B
shares&#148;) of our company for a cash purchase price of C$36.37 per share. RCI closed this
transaction on October&nbsp;13, 2004. Immediately prior to closing, JVII converted its Class&nbsp;A shares
into Class&nbsp;B shares of Rogers Wireless. Upon closing, the shareholders&#146; agreement among RCI,
Rogers Wireless and JVII dated August&nbsp;16, 1999, as amended, and the registration rights agreement
between Rogers Wireless and JVII, also dated August&nbsp;16, 1999, were terminated, and JVII&#146;s four
nominees to our Board of Directors resigned. The sale by AWE of its 34% interest in our company
does not impact the extensive North American wireless voice and data roaming capabilities between
ourselves and AWE, and customers of both companies continue to enjoy the benefits of seamless
wireless roaming between Canada and the U.S. on North America&#146;s largest combined GSM/GPRS network.
Upon closing of this transaction, RCI&#146;s ownership interest in our company increased from
approximately 55.3% to approximately 89.3%. RCI financed this purchase with proceeds of a $1.75
billion bridge credit facility, with a term of up to two years.


<P align="left" style="font-size: 10pt"><B>OFFER TO ACQUIRE MICROCELL TELECOMMUNICATIONS INC.</B>


<P align="left" style="font-size: 10pt">To further enhance our scale position in the Canadian wireless market, on September&nbsp;20, 2004,
we announced an agreement with Microcell to make an all cash bid of C$35.00 per share, totalling
approximately C$1.4&nbsp;billion, to acquire all of the outstanding equity securities of Microcell,
Canada&#146;s fourth largest wireless communications provider. Microcell&#146;s Board of Directors has
recommended that its shareholders tender to our offer, and we mailed the offering documents to
Microcell security holders on September&nbsp;30, 2004. The initial offer period expires on November&nbsp;5,
2004. The acquisition of Microcell would make us the largest wireless operator in Canada with over
5.1&nbsp;million voice and data customers across the country, operating Canada&#146;s only nationwide
GSM/GPRS/EDGE wireless network. This combination, amongst other things, would lead to measurably
increased scale, providing opportunities for operating and capital spending efficiencies.
Completion of the transaction is subject to the receipt of certain regulatory approvals and other
conditions. We intend to finance the acquisition through cash on hand,


<P align="center" style="font-size: 10pt">4
</DIV>

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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<P align="left" style="font-size: 10pt">drawdowns under our C$700.0&nbsp;million bank credit facility and a bridge loan of up to C$900.0
million from RCI.


<P align="left" style="font-size: 10pt">It is RCI&#146;s intention that we refinance the bridge loan from RCI of up to $900.0&nbsp;million, to the
extent that it is utilized in a successful acquisition of Microcell, as well as RCI&#146;s $1.75&nbsp;billion
bridge credit facility. The intention is to refinance the bridge loan and RCI&#146;s bridge credit
facility with longer-term debt financing which we will most likely issue in the U.S. and/or
Canadian public debt markets. We are beginning a review of the various methods of transferring
funds to shareholders, including RCI, so that RCI will have adequate funds to repay its $1.75
billion bridge credit facility. No decision has been made on any of these matters, and each is
subject to board approval.


<P align="left" style="font-size: 10pt"><B>SUMMARY CONSOLIDATED FINANCIAL RESULTS</B>


<P align="left" style="font-size: 10pt"><B>For the Third Quarter Ended September&nbsp;30, 2004</B>



<P align="left" style="font-size: 10pt">For purposes of this discussion, our revenue has been classified according to the following
categories:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Postpaid voice and data revenues generated principally from:</TD>
</TR>

</TABLE>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">&#151;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Monthly fees;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">&#151;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Airtime and long-distance charges;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">&#151;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Optional service charges;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">&#151;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>System access fees; and</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">&#151;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Roaming charges.</TD>
</TR>
</TABLE>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Prepaid revenues generated principally from charges for airtime, long-distance and text
messaging;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>One-way messaging (paging)&nbsp;revenues generated from monthly fees and usage charges; and</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Equipment revenues generated from the sale of hardware and accessories to independent
dealers, agents and retailers, and directly to new and existing subscribers through direct
fulfillment by our customer service groups, our Rogers.com e-business Web site, and telesales.
Equipment revenue includes activation fees. Equipment subsidies and other incentives related to
the activation of new subscribers or the retention of existing subscribers are recorded as a
reduction to equipment revenue.</TD>
</TR>
</TABLE>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Operating expenses are segregated into four categories for assessing business performance:</TD>
</TR>

</TABLE>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Cost of equipment sales;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Sales and marketing expenses, which represent costs to acquire new subscribers (other than
those related to equipment), such as advertising, commissions paid to third parties for new
activations, and remuneration and benefits to sales and marketing employees, as well as direct
overheads related to these activities;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Operating, general and administrative expenses, which include all other expenses incurred to
operate the business on a day-to-day basis, including inter-carrier payments to roaming partners
and long-distance carriers, and the Canadian Radio-television and Telecommunications Commission
(&#147;CRTC&#148;) contribution levy. As well, it includes</TD>
</TR>


</TABLE>
<P align="center" style="font-size: 10pt">5
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt"><TR valign="top" style="font-size: 10pt; color: #textcolor#; background: #bgcolor#">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>costs to service existing subscriber
relationships, including retention costs (other than
those related to equipment);</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Management fees paid to RCI.</TD>
</TR>

</TABLE>

<P align="left" style="font-size: 10pt"><I>Summarized Consolidated Financial Results</I>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head --><TR valign="bottom">
    <TD width="40%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="11"><B>Three Months Ended September 30,</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="11"><B>Nine Months Ended September 30,</B><HR size="1" noshade></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>(In millions of dollars, except per share amounts)</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2004</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2003</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>% Chg</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2004</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2003</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>% Chg</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Operating revenue <SUP>(1)</SUP></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Postpaid
(voice and data)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">604.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">510.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">18.4</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,678.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,408.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">19.2</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Prepaid</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">25.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">21.2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">17.9</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">75.2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">64.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">17.5</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">One-way
messaging</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(11.8</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">18.7</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">21.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(11.4</TD>
    <TD nowrap>)</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Network revenue</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">635.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">538.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">18.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,772.4</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,493.4</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">18.7</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Equipment
revenue</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">85.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">49.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">71.7</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">197.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">124.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">58.3</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Total operating revenue</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">721.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">588.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">22.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,969.9</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,618.2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">21.7</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Operating expenses <SUP>(1)</SUP></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Cost of
equipment sales</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">151.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">94.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">60.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">357.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">252.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">41.9</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Sales and
marketing expenses</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">89.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">85.2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5.2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">266.4</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">250.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6.5</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Operating,
general and
administrative
expenses</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">210.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">186.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">12.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">609.7</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">555.4</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">9.8</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Management fees</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">7.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">8.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">8.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3.5</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Total operating expenses</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">454.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">369.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">23.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,242.4</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,066.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">16.5</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Operating profit <SUP>(2)</SUP></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">266.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">219.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">21.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">727.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">552.2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">31.7</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Depreciation and amortization</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">118.9</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">129.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(7.9</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">357.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">373.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(4.3</TD>
    <TD nowrap>)</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Operating income</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">147.7</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">90.4</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">63.4</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">370.2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">178.7</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">107.2</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Interest expense on long-term
debt</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(47.7</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(49.3</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(3.2</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(152.5</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(146.9</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3.8</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Foreign exchange gain (loss)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">10.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(46.4</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">107.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Change in the fair value of
derivative instruments</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(5.2</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(9.0</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Loss on repayment of long-term
debt</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(2.3</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Investment and other income</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Income tax expense &#151; current</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(1.2</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(1.1</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">9.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(3.9</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(3.9</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Net income</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">108.4</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">42.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">153.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">161.2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">136.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">18.1</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Earnings per share -</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Basic</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">0.76</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">0.30</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">153.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1.13</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">0.96</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">17.7</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Diluted</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0.75</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0.30</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">150.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1.12</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0.96</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">16.7</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Property, plant and equipment
(&#147;PP&#038;E&#148;) expenditures</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">89.9</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">116.4</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(22.7</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">305.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">292.9</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4.4</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Operating profit margin as %
of network revenue <SUP>(3)</SUP></DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">42.0</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">40.7</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">41.0</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">37.0</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Body --></TABLE>
</DIV>




<P>
<HR size="1" width="18%" align="left" noshade>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top">
    <TD width="1%" nowrap align="right">(1)</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">As reclassified &#151; see the &#147;New Accounting Standards &#151; Revenue Recognition&#148; section.</TD>
</TR>

<TR><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD width="1%" nowrap align="right">(2)</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">As defined &#151; see the &#147;Key Performance Indicators and Non-GAAP Measures &#151; Operating Profit&#148; section.</TD>
</TR>

<TR><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD width="1%" nowrap align="right">(3)</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">As defined &#151; see the &#147;Key Performance Indicators and Non-GAAP Measures &#151; Operating Profit&#148;
section. Calculated by dividing operating profit by network revenue as detailed below:</TD>
</TR>

</TABLE>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head --><TR valign="bottom">
    <TD width="60%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>Three Months Ended</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>Nine Months Ended</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>September 30,</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>September 30,</B><HR size="1" noshade></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>(In millions of dollars)</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2004</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2003</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2004</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2003</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Operating profit</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">266.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">219.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">727.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">552.2</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Divided by network revenue</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">635.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">538.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,772.4</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,493.4</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Operating profit margin
as % of network revenue</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">42.0</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">40.7</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">41.0</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">37.0</TD>
    <TD nowrap>%</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Body --></TABLE>
</DIV>



<P align="center" style="font-size: 10pt">6
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt"><I>Wireless Network Revenue and Subscribers</I>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head --><TR valign="bottom">
    <TD width="36%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="15"><B>Three Months Ended September 30, 2004</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="15"><B>Nine Months Ended September 30, 2004</B><HR size="1" noshade></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>(Subscriber statistics in thousands, except ARPU, churn and usage)</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2004</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2003</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Chg</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>% Chg</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2004</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2003</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Chg</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>% Chg</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><B>Postpaid (Voice and Data)</B></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Gross additions</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">268.2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">252.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">15.9</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">764.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">683.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">81.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">11.9</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Net additions</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">88.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">97.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(8.3</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(8.5</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">260.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">234.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">26.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">11.2</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Total
subscribers</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3,289.9</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,863.4</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">426.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">14.9</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">ARPU ($)
<SUP>(1)</SUP></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">62.18</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">60.56</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1.62</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2.7</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">59.10</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">57.27</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1.83</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3.2</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Average
monthly usage
(minutes)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">397</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">374</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">23</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">388</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">360</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">28</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">7.8</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Churn (%)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1.85</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1.85</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1.78</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1.84</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(0.06</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(3.3</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><B>Prepaid</B></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Gross additions</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">73.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">73.4</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(0.3</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(0.4</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">192.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">190.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1.2</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Net additions
(losses)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">8.7</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">18.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(9.4</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(51.9</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(26.4</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(4.4</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(22.0</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Adjustment to
subscriber base
<SUP>(2)</SUP></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(20.9</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">20.9</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Total
subscribers</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">733.4</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">753.4</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(20.0</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(2.7</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:30px; text-indent:-10px">ARPU ($)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">11.45</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">9.46</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1.99</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">21.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">11.37</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">9.40</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1.97</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">21.0</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Churn (%)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2.96</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2.48</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0.48</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">19.4</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3.31</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2.85</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0.46</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">16.1</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><B>Total &#151; Postpaid and Prepaid</B></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Gross additions</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">341.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">325.7</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">15.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">956.4</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">873.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">83.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">9.5</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Net additions</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">97.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">115.2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(17.7</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(15.4</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">233.9</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">229.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1.9</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Adjustment to
subscriber base
<SUP>(2)</SUP></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(20.9</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">20.9</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Total
subscribers</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4,023.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3,616.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">406.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">11.2</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">ARPU (blended)
($) <SUP>(1)</SUP></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">52.88</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">49.85</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3.03</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">50.09</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">46.89</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3.20</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6.8</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><B>One-Way Messaging</B></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Gross additions</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">7.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">8.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(0.7</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(8.4</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">23.4</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">33.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(10.1</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(30.1</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:30px; text-indent:-10px">Net losses</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(10.7</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(14.8</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(30.7</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(43.9</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">13.2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Total
subscribers</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">210.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">258.4</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(47.8</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(18.5</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:30px; text-indent:-10px">ARPU ($)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">9.19</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">8.58</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0.61</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">7.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">9.15</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">8.36</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0.79</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">9.4</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Churn (%)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2.77</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2.89</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(0.12</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(4.2</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2.63</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3.04</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(0.41</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(13.5</TD>
    <TD nowrap>)</TD>
</TR>

<!-- End Table Body --></TABLE>
</DIV>




<P>
<HR size="1" width="18%" align="left" noshade>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top">
    <TD width="1%" nowrap align="right">(1)</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">As reclassified &#151; see the &#147;New Accounting Standards &#151; Revenue Recognition&#148; section.</TD>
</TR>

<TR><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD width="1%" nowrap align="right">(2)</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">Our policy is to treat prepaid subscribers with no usage for a six month period as
a reduction of the prepaid subscriber base. In 2003, as part of a review of
prepaid subscriber usage, we determined that a number of subscribers who only had
non-revenue usage (e.g. calls to customer service) were being included in the
prepaid subscriber base. We determined that these subscribers should not have been
included in the prepaid subscriber base and, as such, made an adjustment to the
second quarter of 2003 opening prepaid subscriber base.</TD>
</TR>





</TABLE>



<P align="left" style="font-size: 10pt"><I>Wireless Network Revenue</I>


<P align="left" style="font-size: 10pt">Network revenue of $635.6&nbsp;million accounted for 88.1% of our total revenues in the three
months ended September&nbsp;30, 2004, and increased 18.0% from the corresponding period in 2003. This
growth reflects the 11.2% increase in the number of wireless voice and data subscribers from
September&nbsp;30, 2003 combined with a 6.1% year-over-year increase in blended postpaid and prepaid
ARPU.



<P align="left" style="font-size: 10pt">Postpaid voice and data gross subscriber additions in the three months ended September&nbsp;30,
2004 represented 78.6% of total gross activations and 91.1% of our total net additions. We have
continued our strategy of targeting higher-value postpaid subscribers and selling prepaid handsets
at higher price points, which has contributed to the significantly heavier mix of postpaid versus
prepaid subscribers.



<P align="left" style="font-size: 10pt">The 2.7% year-over-year increase in average monthly revenue per postpaid voice and data
subscriber in the quarter ended September&nbsp;30, 2004 reflects the continued growth of wireless data
and roaming revenues and an increase in the penetration of optional services. With the continued
increase in the portion of our customer base using GSM handsets, we have experienced significant
increases in roaming revenues from our subscribers traveling outside of Canada, as well as strong
growth in roaming revenues from visitors to Canada utilizing our


<P align="center" style="font-size: 10pt">7
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<P align="left" style="font-size: 10pt">network. The 90.1% growth in data revenues, from $19.1&nbsp;million for the three months ended
September&nbsp;30, 2003 to $36.3&nbsp;million for the three months ended September&nbsp;30, 2004, represented
approximately 90.7% of the $1.62 increase in postpaid ARPU.



<P align="left" style="font-size: 10pt">Prepaid ARPU increased to $11.45 in the third quarter of 2004, compared to $9.46 in 2003, as a
result of changes to prices introduced in 2003 together with higher usage per subscriber. The
higher prepaid ARPU also reflects increased use of text messaging by prepaid subscribers.



<P align="left" style="font-size: 10pt">Our postpaid voice and data subscriber churn rate of 1.85% in the three months ended September
30, 2004 was unchanged from the third quarter of 2003 and reflects our continued utilization of
longer term customer contracts and focused subscriber retention efforts. During the third quarter,
we continued to experience increased levels of customers being deactivated for non-payment. As a
result, we have implemented more restrictive credit requirements early in the fourth quarter. The
increase in prepaid churn to 2.96% from 2.48% in the prior year period reflects the minimal sales
and marketing resources applied to our prepaid offerings given our postpaid focus, combined with
highly competitive prepaid offerings in the market.



<P align="left" style="font-size: 10pt">One-way messaging (paging)&nbsp;subscriber churn has declined year-over-year to 2.77%, while
one-way messaging ARPU has increased by 7.1%, reflecting pricing changes implemented in earlier
periods. With 210,600 paging subscribers, we continue to view paging as a profitable but mature
business segment, and recognize that churn will likely continue at relatively high rates as one-way
messaging subscribers increasingly migrate to two-way messaging and converged voice and data
services.



<P align="left" style="font-size: 10pt"><I>Wireless Equipment Revenue</I>


<P align="left" style="font-size: 10pt">In the three months ended September&nbsp;30, 2004, revenue from wireless voice, data and messaging
equipment sales, including activation fees and net of equipment subsidies, was $85.5&nbsp;million, up
$35.7&nbsp;million, or 71.7%, from the corresponding period in 2003. This significant increase in
equipment revenue reflects the higher volume of handset upgrades associated with our retention
programs, combined with the generally higher price points of more sophisticated handsets and
devices and the higher volume of postpaid voice and data subscriber gross additions.


<P align="left" style="font-size: 10pt"><I>Wireless Operating Expenses</I>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head --><TR valign="bottom">
    <TD width="36%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="15"><B>Three Months Ended September 30,</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="15"><B>Nine Months Ended September 30,</B><HR size="1" noshade></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>(In millions of dollars, except per subscriber statistics)</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2004</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2003</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Chg</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>% Chg</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2004</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2003</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Chg</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>% Chg</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Operating expenses
<SUP>(1)</SUP></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-10px">Cost of
equipment sales</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">151.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">94.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">57.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">60.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">357.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">252.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">105.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">41.9</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Sales and
marketing expenses</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">89.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">85.2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4.4</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5.2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">266.4</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">250.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">16.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6.5</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Operating,
general and
administrative
expenses</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">210.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">186.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">23.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">12.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">609.7</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">555.4</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">54.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">9.8</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Management fees</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0.2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">7.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">8.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">8.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3.5</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:30px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Total operating expenses</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">454.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">369.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">85.4</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">23.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,242.4</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,066.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">176.4</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">16.5</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:30px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Average monthly operating
expense per subscriber before sales
and marketing
expenses <SUP>(1)</SUP></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">19.82</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">17.94</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1.88</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">10.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">18.71</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">17.93</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">0.78</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4.4</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Sales and marketing costs per
gross subscriber
addition <SUP>(1)</SUP></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">344</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">340</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">4</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1.2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">359</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">367</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">$</TD>
    <TD align="right">(8</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(2.2</TD>
    <TD nowrap>)</TD>
</TR>

<!-- End Table Body --></TABLE>
</DIV>




<P>
<HR size="1" width="18%" align="left" noshade>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top">
    <TD width="1%" nowrap align="right">(1)</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">As reclassified &#151; see the &#147;New Accounting Standards &#151; Revenue Recognition&#148; section.</TD>
</TR>

</TABLE>


<P align="center" style="font-size: 10pt">8
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">





<P align="left" style="font-size: 10pt">The $57.0&nbsp;million increase in the cost of equipment sales reflects the significantly increased
handset upgrade activity associated with our retention programs and increased activations of new
subscribers. Both the new subscriber acquisition and subscriber retention programs were influenced
by the trend to higher-priced feature-rich colour phones and data devices.



<P align="left" style="font-size: 10pt">The 5.2% year-over-year increase in total sales and marketing expenses primarily reflects the
higher variable acquisition costs associated with the 6.3% year-over-year increase in the number of
postpaid voice and data gross additions in the three months ended September&nbsp;30, 2004, as compared
to the corresponding period in 2003. Variable sales and marketing expenses increased in line with
our strategy of offering customers incentives to enter into multi-year service contracts. In the
third quarter of 2004, we introduced three year contracts for our postpaid customers and we were
able to drive 67.0% of our postpaid gross additions in the current quarter to this new contract
term. Fixed sales and marketing costs, such as advertising and overhead costs, increased modestly
in the three months ended September&nbsp;30, 2004, as compared to the prior year quarter, largely due to
increased advertising costs. These factors resulted in the 1.2% increase in our sales and marketing
costs per gross addition to $344.



<P align="left" style="font-size: 10pt">The year-over-year increase in operating, general and administrative expenses of $23.8
million, or 12.8%, as compared to the corresponding period in 2003, is primarily attributable to
higher credit and collection costs, increases in retention spending and growth in network operating
expenses reflective of the growth in our customer base, offset by savings related to more
favourable roaming arrangements and operating efficiencies across various functions. Retention
spending includes the cost of our customer loyalty and renewal programs, as well as residual
payments to our agents and distributors for ongoing service for certain of our existing customers.



<P align="left" style="font-size: 10pt">The year-over-year increase in average monthly operating expense per subscriber, excluding
sales and marketing expenses, to $19.82 in the third quarter of 2004 reflects our increased
spending on handset upgrades associated with targeted retention programs and the impact of
increases in operating, general and administrative expenses. Total retention spending (including
subsidies on handset upgrades) increased to $58.9&nbsp;million in the third quarter of 2004 as compared
to $36.7&nbsp;million in the corresponding period in 2003. Retention spending, both on an absolute and
per subscriber basis, is expected to continue to grow as wireless market penetration in Canada
deepens.



<P align="left" style="font-size: 10pt"><I>Wireless Operating Profit</I>


<P align="left" style="font-size: 10pt">Operating profit grew by $47.1&nbsp;million, or 21.5%, to $266.6&nbsp;million in the three months ended
September&nbsp;30, 2004 from $219.5&nbsp;million in the third quarter of 2003. Quarterly operating profit as
a percentage of network revenue, or operating profit margin, increased to 42.0% from 40.7% in the
third quarter of 2003 due to the strength of network revenue growth.



<P align="left" style="font-size: 10pt"><I>Reconciliation of Operating Profit to Net Income</I>


<P align="left" style="font-size: 10pt">The items required to reconcile operating profit to operating income and net income as defined
under Canadian GAAP are as follows:


<P align="center" style="font-size: 10pt">9
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head --><TR valign="bottom">
    <TD width="36%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="15"><B>Three Months Ended September 30,</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="15"><B>Nine Months Ended September 30,</B><HR size="1" noshade></TD>
</TR>

<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>(In millions of dollars)</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2004</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2003</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Chg</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>% Chg</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2004</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2003</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Chg</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>% Chg</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Operating
profit
<SUP>(1)</SUP></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">266.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">219.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">47.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">21.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">727.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">552.2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">175.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">31.7</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Depreciation
and amortization</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(118.9</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(129.1</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">10.2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(7.9</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(357.3</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(373.5</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">16.2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(4.3</TD>
    <TD nowrap>)</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Operating
income</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">147.7</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">90.4</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">57.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">63.4</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">370.2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">178.7</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">191.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">107.2</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Interest
expense on
long-term debt</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(47.7</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(49.3</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(3.2</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(152.5</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(146.9</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(5.6</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3.8</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Foreign
exchange gain
(loss)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">10.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">8.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(46.4</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">107.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(154.2</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Change in the
fair value of
derivative
instruments</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(5.2</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(5.2</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(9.0</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(9.0</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Loss on
repayment of
long-term debt</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(2.3</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(2.3</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Investment and
other income</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3.2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Income tax
expense</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(1.2</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(1.1</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(0.1</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">9.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(3.9</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(3.9</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Net income</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">108.4</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">42.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">65.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">153.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">161.2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">136.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">24.7</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">18.1</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Body --></TABLE>
</DIV>




<P>
<HR size="1" width="18%" align="left" noshade>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top">
    <TD width="1%" nowrap align="right">(1)</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">As defined. See the &#147;Key Performance Indicators and non-GAAP Measures &#151; Operating Profit&#148; section.</TD>
</TR>

</TABLE>



<P align="left" style="font-size: 10pt"><I>Depreciation and Amortization Expense</I>


<P align="left" style="font-size: 10pt">Depreciation and amortization expense was $10.2&nbsp;million lower in the three months ended
September&nbsp;30, 2004, as compared to the corresponding period in 2003, due primarily to lower PP&#038;E
expenditure levels over the last several periods.



<P align="left" style="font-size: 10pt"><I>Operating Income</I>


<P align="left" style="font-size: 10pt">Operating income grew to $147.7&nbsp;million for the three months ended September&nbsp;30, 2004, an
increase of $57.3&nbsp;million, or 63.4%, from the $90.4&nbsp;million earned in the corresponding period of
2003, reflecting the combination of increased operating profit and reduced depreciation and
amortization expense.



<P align="left" style="font-size: 10pt"><I>Interest on Long-Term Debt</I>


<P align="left" style="font-size: 10pt">Interest expense in the three months ended September&nbsp;30, 2004 decreased by $1.6&nbsp;million, as
compared to the corresponding period in 2003, due to a higher percentage of fixed rate debt at
lower fixed rates in the current period compared to the prior period due to refinancings in 2004.



<P align="left" style="font-size: 10pt"><I>Foreign Exchange Gain (Loss)</I>


<P align="left" style="font-size: 10pt">The foreign exchange gain of $10.8&nbsp;million in the third quarter of 2004 arose primarily from
the translation of the unhedged U.S. dollar-denominated debt and reflects a strengthening of the
Canadian dollar relative to that of the U.S. dollar from an exchange rate of 1.3338 as at June&nbsp;30,
2004 to a rate of 1.2639 as at September&nbsp;30, 2004. In the prior year comparative period, the
Canadian dollar also strengthened against the U.S. dollar, although to a lesser degree, resulting
in a more modest foreign exchange gain of $2.0&nbsp;million. Refer also to Note 1(b) to the Unaudited
Interim Consolidated Financial Statements.



<P align="left" style="font-size: 10pt"><I>Change in Fair Value of Derivative Instruments</I>


<P align="left" style="font-size: 10pt">Effective January&nbsp;1, 2004, in accordance with the Canadian Institute of Chartered Accountants
(&#147;CICA&#148;) Accounting Guideline 13 (&#147;AcG-13&#148;), we determined that we would not record our derivative
instruments, including cross-currency interest rate exchange agreements, as effective hedges for
accounting purposes and consequently began to account for such derivatives on a mark-to-market
basis with resulting gains or losses recorded in or charged against income. Accordingly, up to June
30, 2004, we recorded the change in the fair value of our derivative instruments as either income
or expense, depending on the change in the fair value of our cross-currency interest rate exchange
agreements.


<P align="center" style="font-size: 10pt">10
</DIV>

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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt">Effective July&nbsp;1, 2004, we met the requirements of AcG-13 to treat certain of our
cross-currency interest rate exchange agreements as effective hedges for accounting purposes. Hedge
accounting was applied prospectively beginning July&nbsp;1, 2004. The exchange agreements not accounted
for as hedges are mark-to-market with their change in fair value each period either recorded in or
charged against income, as appropriate.



<P align="left" style="font-size: 10pt">For the three months ended September&nbsp;30, 2004, the change in the fair value of our
cross-currency interest rate exchange agreements not accounted for as hedges resulted in a loss of
$5.2&nbsp;million.



<P align="left" style="font-size: 10pt">This change in accounting has been adopted on a prospective basis, as described in Note 1(b)
to the Unaudited Interim Consolidated Financial Statements.



<P align="left" style="font-size: 10pt"><I>Income Tax Expense</I>


<P align="left" style="font-size: 10pt">Income taxes for the three months ended September&nbsp;30, 2004 and for the corresponding period in
2003 consisted primarily of current income tax expense related to the Canadian Federal Large
Corporations Tax.



<P align="left" style="font-size: 10pt"><I>Net Income and Earnings per Share</I>


<P align="left" style="font-size: 10pt">Reflecting the changes described above, we recorded net income of $108.4&nbsp;million in the three
months ended September&nbsp;30, 2004, or earnings of $0.76 per share, compared to $42.8&nbsp;million or $0.30
per share in the corresponding period of 2003.


<P align="left" style="font-size: 10pt"><B>PROPERTY, PLANT AND EQUIPMENT EXPENDITURES</B>


<P align="left" style="font-size: 10pt">PP&#038;E expenditures totalled $89.9&nbsp;million for the three months ended September&nbsp;30, 2004, a
decrease of $26.5&nbsp;million, or 22.8%, from $116.4&nbsp;million in the corresponding period in 2003.
Network-related PP&#038;E expenditures were $70.0&nbsp;million compared to $94.9&nbsp;million in the prior year,
and included $27.5&nbsp;million for capacity expansion of the GSM/GPRS network and transmission,
compared to $39.6&nbsp;million in the third quarter of 2003. The remaining balance of $42.5&nbsp;million in
network-related PP&#038;E expenditures related primarily to technical upgrade projects, including new
cell sites, operational support systems and the addition of new services. Other PP&#038;E expenditures
consisted of $16.0&nbsp;million for information technology initiatives and $3.9&nbsp;million for call centres
and other facilities and equipment.


<P align="left" style="font-size: 10pt"><B>EMPLOYEES</B>


<P align="left" style="font-size: 10pt">We had approximately 2,567 full-time-equivalent employees (&#147;FTE&#148;) at September&nbsp;30, 2004, an
increase of 203 from 2,364 at December&nbsp;31, 2003. The increase in the FTE levels was primarily in
the areas of credit and collections, network operations and information technology. We also rely on
employees of RCI in the area of, amongst other things, customer service call centres, for a
material amount of services. These employees are not included in FTE levels that we report.


<P align="left" style="font-size: 10pt"><B>NINE MONTHS ENDED SEPTEMBER 30, 2004</B>


<P align="left" style="font-size: 10pt">The year-over-year revenue trends experienced in the first half of the year continued with
network revenue increasing by 18.7% to $1,772.4&nbsp;million for the nine months ended September&nbsp;30,
2004. The revenue growth was driven by the increase in the postpaid subscriber base and the
year-over-year increase in postpaid (voice and data) ARPU, which was up 3.2% to $59.10.


<P align="center" style="font-size: 10pt">11
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt">Operating expenses for the nine months ended September&nbsp;30, 2004 increased by 16.5% to $1,242.4
million as compared to $1,066.0&nbsp;million in the corresponding period of 2003. Operating expenses
were modestly higher in the third quarter of 2004 as compared to the first and second quarters due
to higher costs of equipment sales attributable to volume increases in sales and retention,
increased sales and marketing costs as a result of increased levels of gross additions, and higher
operating, general and administrative expenses related to increased levels of retention and
collection costs.



<P align="left" style="font-size: 10pt">Net income for the nine months ended September&nbsp;30, 2004 was $161.2&nbsp;million, an increase from
$136.5&nbsp;million in the corresponding period of 2003. This was due to increases in operating profit
of $175.3&nbsp;million offset by the impact of foreign exchange, which was a loss of $46.4&nbsp;million in
2004 compared to a gain of $107.8&nbsp;million in the corresponding period of 2003.



<P align="left" style="font-size: 10pt"><B>LIQUIDITY AND CAPITAL RESOURCES</B>


<P align="left" style="font-size: 10pt"><I>Operations</I>



<P align="left" style="font-size: 10pt">Cash generated from operations before changes in non-cash working capital items, which is
calculated by adding all non-cash items to net income, increased to $220.3&nbsp;million in the three
months ended September&nbsp;30, 2004, from $169.5&nbsp;million in the third quarter of 2003. The $50.8
million increase is primarily the result of the increase in operating profit of $47.1&nbsp;million.



<P align="left" style="font-size: 10pt">Taking into account the changes in non-cash working capital items for the three months ended
September&nbsp;30, 2004, cash generated from operations was $218.6&nbsp;million, compared to $219.3&nbsp;million
in the corresponding quarter of the previous year.



<P align="left" style="font-size: 10pt">Cash flow from operations of $218.6&nbsp;million, together with $4.9&nbsp;million received from the
issuance of Class&nbsp;B Restricted Voting shares under the exercise of employee stock options, and
proceeds on the sale of investments of $1.4&nbsp;million, resulted in total net funds of approximately
$224.9&nbsp;million raised in the three months ended September&nbsp;30, 2004.



<P align="left" style="font-size: 10pt">Net funds used during the three months ended September&nbsp;30, 2004 totalled approximately $108.6
million, the details of which include:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>PP&#038;E expenditures (net of change in non-cash working capital) of $58.1&nbsp;million;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>net repayments under our bank credit facility of $48.5&nbsp;million;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>other investment of $1.2&nbsp;million; and</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>net repayments of capital leases and mortgages of $0.8&nbsp;million.</TD>
</TR>

</TABLE>

<P align="left" style="font-size: 10pt">Taking into account the cash deficiency of $5.0&nbsp;million at the beginning of the period, the
cash on hand at the end of the period was $111.3&nbsp;million.



<P align="left" style="font-size: 10pt"><I>Financing</I>


<P align="left" style="font-size: 10pt">Our long-term financial instruments are described in Note 8 to the 2003 Annual Consolidated
Financial Statements.



<P align="left" style="font-size: 10pt">During the nine-month period ended September&nbsp;30, 2004, the following financings and
redemptions were completed:


<P align="center" style="font-size: 10pt">12
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt">On February&nbsp;20, 2004, we completed the private placement of US$750.0&nbsp;million 6.375% Senior
Secured Notes due 2014, and on March&nbsp;26, 2004 we entered into US$750.0&nbsp;million aggregate notional
amount of new cross-currency interest rate exchange agreements. The impact of these cross-currency
interest exchange agreements is to economically hedge these amounts at an average exchange rate of
C$1.33490 to US$1.00. We used approximately US$734.7&nbsp;million of the debt issuance proceeds to
redeem US$196.1&nbsp;million 8.30% Senior Secured Notes due 2007, US$179.1&nbsp;million 8.80% Senior
Subordinated Notes due 2007, and US$333.2&nbsp;million 9 3/8% Senior Secured Debentures due 2008,
together with related redemption premiums. Also on February&nbsp;20, 2004, we unwound an aggregate of
US$333.2&nbsp;million notional amount of cross-currency interest rate exchange agreements for net cash
proceeds of $58.4&nbsp;million. As a result of these transactions, we recorded a loss on repayment of
$2.3&nbsp;million, including $34.7&nbsp;million in redemption premiums, a $7.8&nbsp;million write-off of deferred
financing costs, and a $40.2&nbsp;million gain on the release of the deferred translation gain related
to the cross-currency interest rate exchange agreements that were unwound.



<P align="left" style="font-size: 10pt">On September&nbsp;30, 2004, we mailed a cash offer to acquire all of the outstanding equity
interest of Microcell. The estimated cash cost is approximately $1.4&nbsp;billion. We expect the
aggregate net cost to increase to approximately $1.6&nbsp;billion, including the repayment of
Microcell&#146;s bank debt net of Microcell&#146;s cash on hand. The funding for this acquisition will
comprise utilization of our cash on hand, drawdowns under our committed $700.0&nbsp;million bank credit
facility, and proceeds from a bridge loan from RCI of up to $900.0&nbsp;million. The bridge loan will
have a term of up to two years from the date of drawdown and will be made on an unsecured
subordinated basis. The loan will bear interest at 6% per annum and will be prepayable in whole or
in part without penalty. RCI intends to fund the bridge loan of up to $900.0&nbsp;million using cash on
hand, cash to be received from Rogers Cable Inc. (&#147;Rogers Cable&#148;) in the form of a return of
capital and cash to be received from Rogers Media Inc. (&#147;Rogers Media&#148;) in the form of partial
repayment of an intercompany advance made to Rogers Media by RCI. Each of Rogers Cable and Rogers
Media will make drawdowns under its committed bank credit facilities to fund the cash transfers to
RCI.


<P align="left" style="font-size: 10pt">On October&nbsp;8, 2004 we entered into an amending agreement with our bank lenders on our $700.0
million bank credit facility that provided, among other things, for a two year extension of both
the maturity date and the reduction schedule such that the bank credit facility now reduces by
$140.0&nbsp;million on each of April&nbsp;30, 2008 and April&nbsp;30, 2009, with the maturity date on April&nbsp;30,
2010. The provision for early maturity in the event that our 101/2% Senior Secured Notes due 2006 are
not repaid (by refinancing or otherwise) on or prior to December&nbsp;31, 2005 has been eliminated. In
addition, certain financial ratios to be maintained on a quarterly basis have been made less
restrictive; the restriction on the annual amount of PP&#038;E expenditures has been eliminated; and the
restriction on the payment of dividends and other shareholder distributions has been eliminated,
other than in the case of a default or event of default under the terms of the bank credit
facility.


<P align="left" style="font-size: 10pt">We are currently in compliance with all of the covenants under our respective debt
instruments, and we expect to remain in compliance with all of these covenants. Based on our most
restrictive covenants at September&nbsp;30, 2004, we could have borrowed approximately $3.0&nbsp;billion of
additional long-term debt, of which $700.0&nbsp;million could have been borrowed under our bank credit
facility.



<P align="center" style="font-size: 10pt">13
</DIV>

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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt">On October&nbsp;13, 2004, RCI purchased 48,594,172 of our Class&nbsp;B Restricted Voting shares from
JVII, which is wholly-owned by AWE. The cash purchase price of C$36.37 per share totaled
approximately $1.767&nbsp;billion. This acquisition was funded by RCI with a $1.75&nbsp;billion secured
bridge credit facility with a term of up to two years to October&nbsp;12, 2006. The facility was
provided by a group of Canadian financial institutions and is secured by a pledge of all of the
shares of Rogers Cable and Rogers Wireless that are owned by RCI or any of its subsidiaries. The
bridge credit facility contains mandatory repayments, subject to certain exceptions, from the
incurrence of debt and/or equity at RCI or by us. The bridge credit facility also requires the
maintenance of certain financial ratios on a quarterly basis.


<P align="left" style="font-size: 10pt">It is RCI&#146;s intention that we will refinance the bridge loan from RCI of up to $900.0&nbsp;million,
to the extent that it is utilized in a successful acquisition of Microcell, as well as RCI&#146;s $1.75
billion bridge credit facility. The intention is to refinance the bridge loan and RCI&#146;s $1.75
billion bridge credit facility with longer term debt financing which will most likely be issued in
the U.S. and/or Canadian public debt markets. There can be no assurance that we will be successful
in raising the intended amount of longer term debt financing, on terms acceptable to us, or if
successful, how this will impact the future ability of us and/or RCI to issue additional debt. We
are beginning a review of the various methods of transferring funds to shareholders, including RCI,
so RCI will have adequate funds to repay its $1.75&nbsp;billion bridge credit facility. No decision has
been made on any of these matters and each is subject to Board approval.



<P align="left" style="font-size: 10pt">On April&nbsp;28, 2004, following AWE&#146;s decision to explore the sale of its 34% stake in Rogers
Wireless, Standard &#038; Poor&#146;s (&#147;S&#038;P&#148;) placed the credit ratings on all of the Rogers companies on
&#147;Credit Watch with negative implications&#148;. S&#038;P has historically rated Rogers Wireless on a
stand-alone basis, which would revert to a consolidated basis when AWE sold its 34% stake. On
September&nbsp;14, 2004, following RCI&#146;s announcement that it had reached an agreement to purchase AWE&#146;s
34% stake in our company, S&#038;P said it had consolidated and equalized the long term corporate credit
ratings for RCI and Rogers Wireless. The ratings remain on &#147;credit watch with negative
implications&#148; due to the uncertainty with regard to our bid for Microcell. The previous debt rating
for our senior secured debt was BB&#043; with a positive outlook.



<P align="left" style="font-size: 10pt">On September&nbsp;13, 2004, the ratings of RCI, Rogers Wireless and Rogers Cable were put under
review for possible downgrade by Moody&#146;s following RCI&#146;s announcement of its agreement to purchase
AWE&#146;s 34% stake in Rogers Wireless and remain under review following our offer to acquire
Microcell. The previous Moody&#146;s rating for our senior secured debt was Ba3.



<P align="left" style="font-size: 10pt">On September&nbsp;14, 2004, Fitch Ratings placed its BBB- rating for the Rogers Wireless senior
secured debt on &#147;rating watch negative&#148; following RCI&#146;s announcement of its agreement to purchase
AWE&#146;s 34% stake in our company. Fitch announced that it is maintaining the &#147;ratings watch negative&#148;
status following the announcement of our offer to acquire Microcell.



<P align="left" style="font-size: 10pt">We do not have any off-balance sheet arrangements other than the cross-currency interest rate
exchange agreements described below.




<P align="center" style="font-size: 10pt">14
</DIV>

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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<P align="left" style="font-size: 10pt"><I>Interest Rate and Foreign Exchange Management</I>


<P align="left" style="font-size: 10pt"><B>Economic Hedge Analysis</B>



<P align="left" style="font-size: 10pt">As a result of the financing activity described above, our economic
hedged position at September&nbsp;30, 2004 compared to December&nbsp;31, 2003 was as
follows:



<P align="left" style="font-size: 10pt"><B>($ Millions)</B>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head --><TR valign="bottom">
    <TD width="80%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>September 30,</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>December 31,</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Foreign exchange</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2004</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2003</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">U.S. dollar-denominated long-term debt</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">US$</TD>
    <TD align="right">1,394.9</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">US$</TD>
    <TD align="right">1,353.3</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Hedged with cross-currency interest rate exchange agreements</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">US$</TD>
    <TD align="right">1,301.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">US$</TD>
    <TD align="right">885.0</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Hedged Exchange Rate</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1.4198</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1.4466</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Spot (Unhedged) Exchange Rate</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1.2639</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1.2924</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Percent Hedged</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">93.3</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">65.4</TD>
    <TD nowrap>%</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Interest rates</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Effect of cross-currency interest rate exchange agreements:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Converted US $ principal of</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">US$</TD>
    <TD align="right">1,250.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">US$</TD>
    <TD align="right">500.0</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">at US $ fixed rate of</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">7.68</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">9.63</TD>
    <TD nowrap>%</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">to Cdn $ fixed rate of</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">8.50</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">10.29</TD>
    <TD nowrap>%</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">on Cdn $ principal of</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" nowrap align="center">Cdn$1,780.9</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" nowrap align="center">Cdn$779.7</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Converted US $ principal of</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">US$</TD>
    <TD align="right">51.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">US$</TD>
    <TD align="right">385.0</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">at US $ fixed rate of</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">9.38</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">9.38</TD>
    <TD nowrap>%</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">to Cdn $ floating at bankers acceptance plus</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">2.67</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">2.35</TD>
    <TD nowrap>%</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">for all-in rate of</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">4.98</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">5.11</TD>
    <TD nowrap>%</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">on Cdn $ principal of</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" nowrap align="center">Cdn$67.4</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" nowrap align="center">Cdn$500.5</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Amount of long-term debt at fixed rates:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Total long-term debt</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="center">Cdn$2,150.1</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="center">Cdn$2,209.6</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Total long-term debt at fixed rates</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="center">Cdn$2,082.8</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="center">Cdn$1,571.1</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Percent of long-term debt at fixed rates</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">96.9</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">71.1</TD>
    <TD nowrap>%</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Weighted average interest rate on long-term debt</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">8.61</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">8.32</TD>
    <TD nowrap>%</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Body --></TABLE>
</DIV>



<P align="left" style="font-size: 10pt">As discussed in &#147;New Accounting Standards &#151; Accounting for Derivative Instruments&#148;, effective July
1, 2004, we have accounted for US$1,240.0&nbsp;million notional amount (or 95.3%) of our cross-currency
interest rate exchange agreements as hedges against designated U.S. dollar denominated debt.


<P align="center" style="font-size: 10pt">15
</DIV>

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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt">The long-term weighted average interest rate increased by 29 basis points from December&nbsp;31,
2003, largely due to the fact that the percentage of long-term debt at fixed interest rates
increased during the nine-month period by approximately $512.0&nbsp;million, from 71.1% to 96.9% of our
total outstanding long-term debt. As a result, even though a significant portion of long-term debt
was refinanced at lower fixed rates during the nine-month period ended September&nbsp;30, 2004, since
there was less (lower interest rate) floating rate debt outstanding at September&nbsp;30, 2004 compared
to (higher interest rate) fixed rate debt, the weighted average interest rate of consolidated
long-term debt increased by 29 basis points.


<P align="left" style="font-size: 10pt"><B>INTERCOMPANY AND RELATED PARTY TRANSACTIONS</B>


<P align="left" style="font-size: 10pt"><I>Summary of Charges From (To) Related Parties</I>



<P align="left" style="font-size: 10pt">The following table provides a summary of significant charges from (to)&nbsp;related parties, which
have been accounted for at exchange amounts:


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head --><TR valign="bottom">
    <TD width="60%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>Three Months Ended</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>Nine Months Ended</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>September 30,</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>September 30,</B><HR size="1" noshade></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>(In thousands of dollars)</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2004</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2003</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2004</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2003</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">RCI:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Management fees</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">2,919</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">2,834</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">8,757</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">8,502</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Wireless
services</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(277</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">63</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(886</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(539</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Rent income</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(1,872</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(2,262</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(5,529</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(6,237</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Cost of shared
operating expenses</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">51,983</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">46,523</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">151,265</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">139,349</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Additions to
PP&#038;E <SUP>(1)</SUP></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">9,950</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">8,354</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">17,780</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">14,489</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">62,703</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">55,512</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">171,387</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">155,564</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Rogers Cable:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Wireless
equipment for
resale</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(5,168</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(3,816</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(12,182</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(9,343</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Subscriber
activation
commissions</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6,142</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,584</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">14,643</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6,941</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Rent income</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(1,010</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(948</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(3,034</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(2,779</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Wireless
services</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(756</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(895</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(2,398</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(1,782</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Transmission
facilities usage</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">822</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">110</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,042</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">330</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Consolidated
billing services
<SUP>(2)</SUP></DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(1,722</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(381</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(2,886</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(1,015</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Charges for
PP&#038;E <SUP>(1)</SUP></DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(1,011</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(1,011</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(2,703</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(3,346</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(5,826</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(7,648</TD>
    <TD nowrap>)</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Rogers Media:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Advertising</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">747</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,177</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,173</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,749</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Rent income</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(2,678</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(2,682</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(8,425</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(5,985</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Wireless
services</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(213</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(277</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(555</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(381</TD>
    <TD nowrap>)</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(2,144</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(1,782</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(6,807</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(3,617</TD>
    <TD nowrap>)</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">AWE:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Roaming revenue</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(5,872</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(4,409</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(12,146</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(10,098</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Roaming expense</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,547</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3,081</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">8,977</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">10,868</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Over-the-air
activation services</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">61</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">31</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">234</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(3,325</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(1,267</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(3,138</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,004</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">54,531</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">49,117</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">155,616</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">145,303</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Body --></TABLE>
</DIV>




<P>
<HR size="1" width="18%" align="left" noshade>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top">
    <TD width="1%" nowrap align="right">(1)</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">Additions to (charges for) PP&#038;E relate primarily to expenditures
on information technology infrastructure and call centre
technologies.</TD>
</TR>

<TR><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD width="1%" nowrap align="right">(2)</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">Included in our accounts receivable at September&nbsp;30, 2004 is
approximately $14.7&nbsp;million related to amounts outstanding for
Rogers Cable services included on consolidated bills to our
customers.</TD>
</TR>




</TABLE>



<P align="left" style="font-size: 10pt">We have entered into certain transactions with companies, the partners or senior officers of
which are directors of our company and/or RCI. During the three months and nine months ended
September&nbsp;30, 2004 the total amounts paid by us to these related parties are as follows:


<P align="center" style="font-size: 10pt">16
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head --><TR valign="bottom">
    <TD width="60%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>Three Months Ended</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>Nine Months Ended</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>September 30,</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>September 30,</B><HR size="1" noshade></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>(In thousands of dollars)</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2004</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2003</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2004</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2003</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Legal services and
commissions paid on
premiums for insurance
coverage</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">616</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">400</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,416</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,200</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Interest charges
and other financing fees</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,166</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4,766</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5,643</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">12,066</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,782</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">5,166</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">7,059</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">13,266</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Body --></TABLE>
</DIV>



<P align="left" style="font-size: 10pt"><B>OUTSTANDING SHARE DATA</B>


<P align="left" style="font-size: 10pt">Set out below is the outstanding share data for our company as at September&nbsp;30, 2004. For
additional detail, see Note 5 to the Unaudited Interim Consolidated Financial Statements attached
herein.

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head --><TR valign="bottom">
    <TD width="90%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><B>Common Shares:</B></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Class&nbsp;A Multiple Voting</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">90,468,259</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Class&nbsp;B Restricted Voting</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">52,595,800</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><B>Options to Purchase Class&nbsp;B Restricted Shares:</B></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Issued and Outstanding</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3,031,525</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Exercisable</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,326,550</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Body --></TABLE>
</DIV>



<P align="left" style="font-size: 10pt"><B>COMMITMENTS AND CONTRACTUAL OBLIGATIONS</B>


<P align="left" style="font-size: 10pt">Our material obligations under firm contractual arrangements, including commitments for future
payments under long-term debt arrangements, capital lease obligations and operating lease
arrangements, are summarized in our 2003 Annual MD&#038;A, and are further discussed in the Notes to our
2003 Annual Consolidated Financial Statements. Refer to &#147;Liquidity and Capital Resources&#148; for
significant changes to our contractual obligations since December&nbsp;31, 2003.



<P align="left" style="font-size: 10pt"><B>GOVERNMENT REGULATION AND REGULATORY DEVELOPMENTS</B>


<P align="left" style="font-size: 10pt"><I>Spectrum Licence Issues</I>



<P align="left" style="font-size: 10pt">On August&nbsp;27, 2004, Industry Canada rescinded the cap on ownership of mobile spectrum. Up to
that time, Canadian carriers were limited to a maximum of 55 MegaHertz (&#147;MHz&#148;) of mobile spectrum
(PCS and cellular). After a public consultation earlier in 2004 as to whether the cap should be
maintained, removed or increased, Industry Canada advised that the cap would be removed, effective
immediately. Industry Canada concluded that the wireless industry will require access to more
spectrum through a future third generation (&#147;3G&#148;) wireless services auction and further stated that
it will continue to monitor the wireless industry for spectrum concentration, and manage the
licensing of spectrum resources through other mechanisms at its disposal. We expect that Industry
Canada will follow future spectrum allocation decisions that are made by the Federal Communications
Commission in the U.S. and will likely not proceed with a 3G spectrum auction before such decisions
are made, and likely not before the 2007 timeframe.


<P align="center" style="font-size: 10pt">17
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt"><I>Fixed Wireless Spectrum Auction</I>


<P align="left" style="font-size: 10pt">Industry Canada announced its intention to auction one block of 30 MHz of spectrum in the
2,300 MHz band, as well as three blocks of 50 MHz of spectrum and one block of 25 MHz of spectrum
in the 3,500 MHz band. The auction was completed on February&nbsp;16, 2004. There were approximately 172
geographic licence areas in Canada for each available block. Successful bidders had flexibility in
determining the services to be offered and the technologies to be deployed in the spectrum.
Industry Canada expects that the spectrum will be used for point-to-point or point-to-multi-point
broadband services. We participated in this spectrum auction in 2003 and acquired 33 blocks of
spectrum in various areas for a total cost of $5.9&nbsp;million.



<P align="left" style="font-size: 10pt">Industry Canada has initiated another auction process to make available the blocks of spectrum
that did not sell in the February&nbsp;2004 process. In a multiphase process that has recently
commenced, parties were able to identify those blocks that they were interested in, and if there
were no other parties expressing interest in those blocks, then they were the successful party. In
this process, RWI obtained an additional nine licences for a cost of $0.1&nbsp;million. The remaining
licenses are expected to be auctioned commencing January&nbsp;10, 2005.


<P align="left" style="font-size: 10pt"><B>UPDATE TO RISKS AND UNCERTAINTIES</B>


<P align="left" style="font-size: 10pt"><I>Wireless Local Number Portability</I>



<P align="left" style="font-size: 10pt">Over the past several years, certain countries in Europe and Asia have mandated wireless local
number portability (&#147;WLNP&#148;). WLNP involves porting wireless phone numbers to other wireless
companies, but can also involve porting phone numbers between wireline and wireless companies. The
implementation of WLNP systems and capabilities represents significant costs for the carriers in a
country. In November&nbsp;2003, as mandated by the Federal government, the U.S. wireless industry began
the implementation of WLNP. There has been no regulatory mandate for the implementation of WLNP in
Canada to date. The Canadian Radio-television and Telecommunications Commission (&#147;CRTC&#148;) recently
stated that it intends to review the matter in its 2005/2006 planning period. If WLNP were to be
mandated, this would require carriers, including ourselves, to incur implementation costs that
could be significant and could cause an increase in churn among Canadian wireless carriers.


<P align="left" style="font-size: 10pt"><I>RCI Control and Potential Indebtedness</I>


<P align="left" style="font-size: 10pt">Subsequent to the end of the quarter, on October&nbsp;13, 2004, RCI completed the purchase of 48.6
million Rogers Wireless shares from JVII. Immediately prior to the closing, all of the Class&nbsp;A
Multiple Voting shares previously held by JVII were converted to Class&nbsp;B Restricted Voting shares,
the effect of which was to give RCI ownership of 100% of the Class&nbsp;A Multiple Voting shares of our
company. Also coincident with the closing, the shareholders&#146; agreement among RCI, Rogers Wireless
and JVII dated August&nbsp;16, 1999, as amended, terminated, the registration rights agreements between
RWCI and JVII, also dated August&nbsp;16, 1999 terminated and JVII&#146;s four nominees to our board of
directors resigned. The shareholders agreement that terminated included, amongst other things,
certain veto rights in favour of JVII on certain actions of our company, including material
acquisitions or debt or equity financings. Accordingly, the ownership of our voting securities, the
composition of our board of directors, and general control of our company has become more
concentrated with RCI.


<P align="center" style="font-size: 10pt">18
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt">In connection with longer term financing associated with RCI&#146;s purchase of JVII&#146;s 34% interest
in our company, it is proposed that we incur significant incremental debt. RCI has stated its
intention to cause us to refinance its $1.75&nbsp;billion bridge credit facility used for this purpose.
In addition, should the acquisition of Microcell be completed, we intend to finance that
acquisition through the issuance of additional debt. These occurrences, either individually or
combined, would have the effect of materially increasing our borrowings. Such increased debt could
increase our vulnerability to general adverse economic and industry conditions, limit our
flexibility in planning or reacting to changes in our business and industry and limit our ability
to obtain additional financing.


<P align="left" style="font-size: 10pt"><I>Potential Claim Against Us</I>


<P align="left" style="font-size: 10pt">On August&nbsp;9, 2004, a proceeding under the Class&nbsp;Actions Act (Saskatchewan) was brought against
us and other providers of wireless communications services in Canada. The proceeding involves
allegations by wireless customers of breach of contract, misrepresentation and false advertising.
The plaintiffs seek unquantified damages from the defendant wireless communications service
providers. We believe we have good defences to the allegations. The proceeding has not been
certified as a class action and it is too early to determine whether it will qualify for
certification as a class action.


<P align="left" style="font-size: 10pt"><B>GUIDANCE</B>


<P align="left" style="font-size: 10pt">There are no changes to the previously issued financial and operating metric guidance ranges
for 2004.


<P align="left" style="font-size: 10pt"><B>KEY PERFORMANCE INDICATORS AND NON-GAAP MEASURES</B>


<P align="left" style="font-size: 10pt">We measure the success of our strategies using a number of key performance indicators that are
defined and described in our 2003 Annual MD&#038;A. These key performance indicators are not
measurements in accordance with Canadian or U.S. GAAP, but we believe they allow us to
appropriately measure our performance against our operating strategy as well as against the results
of our peers and competitors. They include:



<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Network revenue and ARPU;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Subscriber counts and subscriber churn;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Operating expenses and average monthly operating expense per subscriber; and</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Sales and marketing costs per gross subscriber addition.</TD>
</TR>

</TABLE>

<P align="left" style="font-size: 10pt">We also refer to two other non-GAAP measures that are used in the various financial tables and
discussions throughout the MD&#038;A. The related definitions and reconciliations to GAAP measures of
these items are as follows:



<P align="left" style="font-size: 10pt"><I>Operating Profit</I>


<P align="left" style="font-size: 10pt">Operating profit is defined as net income before depreciation and amortization, interest
expense, income taxes and non-operating items, which include foreign exchange gains (losses), loss
on repayment of long-term debt, the change in the fair value of derivative instruments and
investment and other income (expense). Operating profit is a standard measure used in the
communications industry to assist in understanding and comparing operating results, and is often
referred to within the industry either as earnings before interest, taxes, depreciation and


<P align="center" style="font-size: 10pt">19
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<P align="left" style="font-size: 10pt">amortization (&#147;EBITDA&#148;) or as operating income before depreciation and amortization (&#147;OIBDA&#148;).
We believe this is an important measure as it allows us to assess our ongoing business without the
impact of depreciation or amortization expenses as well as other non-operating factors. Operating
profit is intended to indicate our ability to invest in PP&#038;E and incur or service debt and make
capital distributions to shareholders, and allows us to compare ourselves to competitors and peers
that have different capital or organizational structures. This measure is not a defined term under
GAAP.



<P align="left" style="font-size: 10pt"><I>Operating Profit Margin</I>


<P align="left" style="font-size: 10pt">We calculate operating profit margin by dividing operating profit by network revenue. Network
revenue is used in the calculation instead of total revenue, because it better reflects our core
business activity of providing wireless services. This measure is not a defined term under GAAP.


<P align="left" style="font-size: 10pt"><B>INTERCOMPANY AND RELATED PARTY ARRANGEMENTS</B>


<P align="left" style="font-size: 10pt">From time to time, we enter into agreements with our parent company RCI and various of its
subsidiaries, as well as with other related parties, which we believe are mutually advantageous to
us and our affiliates. In addition, we have entered into a reciprocal roaming arrangement and other
agreements related to the marketing and delivery of wireless services with AWE, which was a 34%
shareholder at September&nbsp;30, 2004.



<P align="left" style="font-size: 10pt">Our arrangements with RCI include a management services agreement under which we receive a
range of management services, including strategic planning, financial and information technology
services. We also maintain contractual relationships with RCI involving other cost-sharing and
services agreements.



<P align="left" style="font-size: 10pt">We are also a party to agreements with Rogers Cable and Rogers Media. With Rogers Cable, we
have agreed to provide sales and distribution services for certain of their products and services.
Rogers Cable also distributes our products and services through Rogers Video stores. With Rogers
Media, we purchase advertising on their radio and television stations and in their various
magazines and publications.



<P align="left" style="font-size: 10pt">We are presently discussing with RCI the terms upon which we and Rogers Cable may outsource
our information technology operations to RCI. We are also discussing with RCI and Rogers Cable the
terms upon which we may establish a business unit that would be responsible for marketing our
products and services, and those of Rogers Cable, to business customers.



<P align="left" style="font-size: 10pt">We monitor our intercompany and related-party agreements to ensure that these agreements
remain beneficial to us. We are continually evaluating the expansion of existing arrangements and
the entry into new agreements. In addition, see the &#147;Intercompany and Related-Party Transactions&#148;
section above for a summary of significant transactions for the three months and nine months ended
September&nbsp;30, 2004. See the &#147;Intercompany and Related Party Transactions&#148; section in the Annual
2003 MD&#038;A for further details with respect to these arrangements.


<P align="left" style="font-size: 10pt"><B>CRITICAL ACCOUNTING POLICIES AND ESTIMATES</B>


<P align="left" style="font-size: 10pt">This MD&#038;A is made with reference to our 2003 Annual Audited Consolidated Financial Statements
and Notes thereto, which have been prepared in accordance with Canadian GAAP.


<P align="center" style="font-size: 10pt">20
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt">The preparation of these financial statements requires us to make estimates and assumptions
that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and
liabilities at the date of our financial statements, and the reported amount of revenues and
expenses during the period. These estimates are based on our historical experience and various
other assumptions that we believe to be reasonable under the circumstances, the results of which
form the basis for making judgments about the reported amounts of revenues, expenses, and carrying
value of assets and liabilities that are not readily apparent from other sources. Actual results
could differ from these estimates.



<P align="left" style="font-size: 10pt">We have identified the accounting policies and estimates outlined below as critical to our
understanding of business operations and of our results of operations. The impact and any
associated risks related to these policies on our business operations are discussed throughout this
MD&#038;A, and a detailed discussion of these critical accounting policies can be found in our 2003
Annual MD&#038;A.



<P align="left" style="font-size: 10pt">Our Audit Committee reviews our accounting policies and periodic financial filings, and
recommends adoption of our annual financial statements to our Board of Directors. For a detailed
discussion on the application of these and other accounting policies and estimates, see our 2003
Annual MD&#038;A and Note 2 to our 2003 Annual Audited Consolidated Financial Statements. In addition, a
discussion of new accounting standards adopted by us in the nine months ended September&nbsp;30, 2004
follows in the &#147;New Accounting Standards&#148; section below.



<P align="left" style="font-size: 10pt">Our critical accounting policies and estimates are as follows:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Revenue Recognition;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Allowance for Doubtful Accounts;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Subscriber Acquisition Costs;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Costs of Subscriber Retention;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Capitalization of Direct Labour and Overhead ;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Depreciation and Amortization Policies and Useful Lives;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Asset Impairment;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Accounting for Derivative Instruments;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Contingencies; and</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Related Party Transactions.</TD>
</TR>

</TABLE>

<P align="left" style="font-size: 10pt">Significant changes to accounting policies and estimates since December&nbsp;31, 2003 are discussed
below.


<P align="left" style="font-size: 10pt"><B>NEW ACCOUNTING STANDARDS</B>


<P align="left" style="font-size: 10pt">In the nine months ended September&nbsp;30, 2004, we have adopted the following new accounting
standards:



<P align="left" style="font-size: 10pt"><I>GAAP Hierarchy</I>


<P align="left" style="font-size: 10pt">In June&nbsp;2003, the Canadian Institute of Chartered Accountants (&#147;CICA&#148;) released Handbook
Section&nbsp;1100, &#147;Generally Accepted Accounting Principles&#148;. Previously there had been no clear
definition of the order of authority for sources of GAAP. This standard established standards for
financial reporting in accordance with Canadian GAAP and applies to our 2004 fiscal year. This
section also provides guidance on sources to consult when selecting


<P align="center" style="font-size: 10pt">21
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<P align="left" style="font-size: 10pt">accounting policies and on appropriate disclosures when a matter is not dealt with explicitly
in the primary sources of GAAP.



<P align="left" style="font-size: 10pt">We have reviewed this new standard, and as a result have adopted a classified balance sheet
presentation since we believe that the historical industry practice of a declassified balance sheet
presentation is no longer appropriate.



<P align="left" style="font-size: 10pt">In addition, within the Consolidated Statements of Cash Flows, we have reclassified the change
in non-cash working capital items related to PP&#038;E to investing activities. This change had the
impact of decreasing cash used in investing activities on the Statements of Cash Flows, compared to
our previous method, by $31.8&nbsp;million and increasing cash used in investing activities by $5.2
million in the three months ended September&nbsp;30, 2004 and September&nbsp;30, 2003, respectively. For the
nine months ended September&nbsp;30, 2004, cash used in investing activities decreased by $40.8&nbsp;million
and for the nine months ended September&nbsp;30, 2003 this change had the impact of increasing cash used
in investing activities by $83.0&nbsp;million. In all periods, the corresponding change was to non-cash
working capital items within operating activities.



<P align="left" style="font-size: 10pt">With the adoption of these two changes, which are further described in the Notes to the
Consolidated Financial Statements, we believe that our accounting policies and financial statements
comply with this new standard.



<P align="left" style="font-size: 10pt"><I>Accounting for Derivative Instruments</I>


<P align="left" style="font-size: 10pt">Our cross-currency interest rate exchange agreements (&#147;swaps&#148;) are used to manage the cash
flow risks associated with the fluctuations in foreign exchange rates relating to our U.S.
dollar-denominated debt. We do not enter into such swaps for speculative purposes.



<P align="left" style="font-size: 10pt">Prior to January&nbsp;1, 2004, we accounted for these swaps as hedges of the fluctuations in
foreign exchange rates relating to approximately 65.4 % of our U.S. dollar-denominated debt. Under
hedge accounting, the foreign exchange gains and losses arising on the translation of the U.S.
dollar-denominated debt at the end of each accounting period was hedged by the equal and offsetting
foreign exchange gains and losses relating to the swaps that were designated as hedges.



<P align="left" style="font-size: 10pt">In November&nbsp;2001, the CICA issued Accounting Guideline 13, &#147;Hedging Relationships&#148; (&#147;AcG-13&#148;),
and in November&nbsp;2002, it amended the effective date of the guideline. AcG-13 established new
criteria for hedge accounting with application to all hedging relationships in effect on or after
January&nbsp;1, 2004. Effective January&nbsp;1, 2004, we determined that we would not account for our swaps
as hedges for accounting purposes and consequently began to account for such swaps on a
mark-to-market basis, with resulting gains or losses recorded in or charged against income.



<P align="left" style="font-size: 10pt">We adjusted the carrying value of these swaps from $136.5&nbsp;million at December&nbsp;31, 2003 to the
fair value of $120.4&nbsp;million on January&nbsp;1, 2004. The corresponding transitional loss of $16.1
million was deferred and amortized to income over the remaining life of the underlying debt
instruments. Amortization for the six months ended June&nbsp;30, 2004 totalled $0.4&nbsp;million.


<P align="left" style="font-size: 10pt">This resulted in the recognition in the Consolidated Statement of Income of an unrealized loss
related to the change in fair value of the swaps of $3.8&nbsp;million for the six months ended June&nbsp;30,
2004. A loss of $32.4&nbsp;million was also recognized for the six months ended June&nbsp;30, 2004 related to
the unrealized foreign exchange on the debt previously hedged.


<P align="center" style="font-size: 10pt">22
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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt">Effective July&nbsp;1, 2004, we met the requirements for hedge accounting under AcG-13 for certain
of our swaps, and consequently, on a prospective basis, began to treat approximately US$1,240.0
million notional amount of these exchange agreements or 95.3% of our swaps as hedges against
foreign fluctuations on US$1,240.0&nbsp;million of U.S. dollar-denominated debt.



<P align="left" style="font-size: 10pt">A new transitional adjustment arising on the change from mark-to-market accounting to hedge
accounting was therefore calculated as at July&nbsp;1, 2004, resulting in a deferred transitional gain
of $53.9&nbsp;million which will be amortized to income over the shorter of the remaining life of the
debt and the term of the swaps. Amortization of this transitional gain from July&nbsp;1, 2004 to
September&nbsp;30, 2004 totalled $1.6&nbsp;million.



<P align="left" style="font-size: 10pt">Certain other swaps will continue not to be accounted for as hedges since they do not meet the
requirement for hedge accounting under AcG-13. Approximately US$61.8&nbsp;million notional amount of
swaps will continue to be accounted for on a mark-to-market basis. The fair value of these swaps
was $1.0&nbsp;million at September&nbsp;30, 2004, a decrease of $5.2&nbsp;million since June&nbsp;30, 2004.



<P align="left" style="font-size: 10pt"><I>Stock-Based Compensation</I>


<P align="left" style="font-size: 10pt">Effective January&nbsp;1, 2004, Canadian GAAP requires us to estimate the fair value of stock-based
compensation granted to employees and to expense the fair value over the vesting period of the
stock options. In accordance with the transition rules, we determined the fair value of options
granted to employees since January&nbsp;1, 2002 using the Black-Scholes Option Pricing Model, and
recorded an adjustment to opening retained earnings in the amount of $2.3&nbsp;million, representing the
expense for the 2002 and 2003 fiscal years. The offset to retained earnings is an increase in our
contributed surplus. For the three and nine months ended September&nbsp;30, 2004, stock-based
compensation expense was $1.0&nbsp;million and $3.1&nbsp;million, respectively.



<P align="left" style="font-size: 10pt"><I>Revenue Recognition</I>


<P align="left" style="font-size: 10pt">Effective January&nbsp;1, 2004, we adopted new Canadian accounting standards, including CICA
Emerging Issues Committee Abstract 142 issued in December&nbsp;2003, regarding the timing of revenue
recognition and the classification of certain items as revenue or expense.



<P align="left" style="font-size: 10pt">As a result of the adoption of these new accounting standards, the following changes to the
recognition and classification of revenue and expenses have been made:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Activation fees are now classified as equipment revenue.
Previously, these amounts were classified as network revenue;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Recoveries from new and existing subscribers from the sale of
equipment are now classified as equipment revenue. Previously,
these amounts were recorded as a reduction to sales expense in the
case of a new subscriber, and as a reduction to operating, general
and administrative expense in the case of an existing subscriber;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Equipment subsidies provided to new and existing subscribers
are now classified as a reduction to equipment revenue. Previously,
these amounts were recorded as a sales expense in the case of a new
subscriber and as an operating, general and administrative expense
in the case of an existing subscriber. Costs for equipment provided
under retention programs to existing subscribers are now recorded
as a cost of equipment sales. Previously, these amounts were
recorded as an operating, general and administrative expense; and</TD>
</TR>

</TABLE>
<P align="center" style="font-size: 10pt">23
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<DIV style="font-family: 'Times New Roman',Times,serif">

<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">


</TABLE>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Certain other recoveries from subscribers related to
collections activities are now classified as network revenue.
Previously, these amounts were recorded as a recovery of operating,
general and administrative expenses.</TD>
</TR>

</TABLE>

<P align="left" style="font-size: 10pt">The effect of this adoption on our financial results and on our key performance indicators is
as follows:

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head --><TR valign="bottom">
    <TD width="36%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="15"><B>Three Months Ended September 30,</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="15"><B>Nine Months Ended September 30,</B><HR size="1" noshade></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>(In millions of dollars, except per subscriber statistics)</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>2004</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>2003</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>2004</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>2003</B><HR size="1" noshade></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>After</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Prior to</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>After</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Prior to</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>After</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Prior to</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>After</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Prior to</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Adoption</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Adoption</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Adoption</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Adoption</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Adoption</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Adoption</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Adoption</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Adoption</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Network revenue</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">635.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">636.7</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">538.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">540.7</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,772.4</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,777.2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,493.4</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,499.1</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Equipment sales</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">85.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">92.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">49.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">59.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">197.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">214.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">124.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">158.4</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">721.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">729.2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">588.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">599.7</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,969.9</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,991.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,618.2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,657.5</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Cost of
equipment sales</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">151.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">87.2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">94.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">58.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">357.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">207.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">252.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">160.9</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Sales and
marketing expenses</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">89.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">132.2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">85.2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">120.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">266.4</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">378.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">250.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">349.6</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Operating,
general and
administrative
expenses</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">210.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">240.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">186.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">198.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">609.7</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">668.9</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">555.4</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">586.2</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Operating profit</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">266.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">266.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">219.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">219.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">727.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">727.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">552.2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">552.2</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Postpaid ARPU</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">62.18</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">62.30</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">60.56</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">60.78</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">59.10</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">59.28</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">57.27</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">57.50</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Average monthly
operating expense
per subscriber
before sales and
marketing costs</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">19.82</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">19.37</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">17.94</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">17.51</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">18.71</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">18.29</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">17.93</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">17.53</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Sales and
marketing costs per
gross addition</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">344</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">378</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">340</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">361</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">359</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">385</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">367</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">389</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Body --></TABLE>
</DIV>



<P align="left" style="font-size: 10pt">These changes in accounting classification had no effect on the amounts of reported operating
profit, net income or earnings per share. All prior period amounts, including key performance
indicators, have been conformed to reflect these changes in classification.



<P align="left" style="font-size: 10pt"><B>CAUTION REGARDING FORWARD-LOOKING STATEMENTS</B>


<P align="left" style="font-size: 10pt">This document includes forward-looking statements concerning the future performance of our
business, our operations and our financial performance and condition. These forward-looking
statements include, among others, statements with respect to our objectives, and strategies to
achieve those objectives, as well as statements with respect to our beliefs, plans, expectations,
anticipations, estimates or intentions. When used in this document, the words &#147;believe&#148;,
&#147;anticipate&#148;, &#147;intend&#148;, &#147;estimate&#148;, &#147;expect&#148;, &#147;project&#148; 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. We caution that all
forward-looking information is inherently uncertain and actual results may differ materially from
the assumptions, estimates or expectations reflected or contained in the forward-looking
information, and that actual future performance will be affected by a number of factors, including
economic conditions, technological change, regulatory change and competitive factors, many of which
are beyond our control. Therefore, future events and results may vary significantly from what we
currently foresee. We are under no obligation (and we expressly disclaim any such obligation) to
update or alter the forward-looking statements, whether as a result of new information, future
events or otherwise. For a more detailed discussion of factors that may affect actual results, see
the Risks and Uncertainties discussions in our 2003 Annual MD&#038;A.



<P align="left" style="font-size: 10pt"><B>ADDITIONAL INFORMATION</B>


<P align="left" style="font-size: 10pt">Additional information in respect of the Company, including the Annual Information Form, is on
our website at www.rogers.com and on SEDAR at www.sedar.com.


<P align="center" style="font-size: 10pt">24
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt"><B>Historical Quarterly</B>

<DIV align="center">
<TABLE style="font-size: 8pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head --><TR valign="bottom">
    <TD width="26%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="11"><B>2004</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="15"><B>2003</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="15"><B>2002</B><HR size="1" noshade></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>(In thousands of dollars)</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Q1</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Q2</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Q3</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Q1</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Q2</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Q3</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Q4</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Q1</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Q2</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Q3</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Q4</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Income Statement</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Operating revenue <SUP>(1)</SUP></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Postpaid (voice
and data)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">513,077</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">560,852</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">604,541</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">432,834</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">464,582</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">510,908</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">502,749</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">372,413</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">401,116</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">425,193</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">429,373</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Prepaid</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">24,566</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">25,632</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">25,013</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">21,121</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">21,720</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">21,172</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">27,242</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">20,625</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">22,419</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">26,869</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">21,238</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">One-way
messaging</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6,386</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6,293</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5,973</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">7,432</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6,876</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6,815</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6,442</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">9,067</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">9,016</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">8,851</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">8,304</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Network revenue</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">544,029</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">592,777</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">635,527</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">461,387</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">493,178</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">538,895</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">536,433</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">402,105</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">432,551</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">460,913</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">458,915</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Equipment sales</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">48,812</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">63,143</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">85,609</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">35,731</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">39,284</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">49,720</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">53,166</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">12,519</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">28,467</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">51,958</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">44,086</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Total operating revenue</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">592,841</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">655,920</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">721,136</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">497,118</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">532,462</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">588,615</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">589,599</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">414,624</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">461,018</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">512,871</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">503,001</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Operating expenses <SUP>(1)</SUP>
Cost of
equipment sales</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">91,241</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">114,611</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">151,675</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">73,638</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">83,761</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">94,610</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">128,762</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">50,397</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">68,298</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">82,266</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">95,833</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Sales and
marketing expenses</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">86,627</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">90,215</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">89,605</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">82,846</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">82,007</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">85,233</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">111,912</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">66,824</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">72,994</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">85,712</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">103,354</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Operating,
general and
administrative
expenses</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">195,329</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">204,011</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">210,292</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">184,824</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">184,148</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">186,477</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">182,004</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">186,552</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">186,945</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">183,987</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">180,665</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Management fees</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,919</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,919</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,918</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,834</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,834</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,834</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,834</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,752</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,751</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,752</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,751</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Total operating expenses</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">376,116</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">411,756</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">454,490</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">344,142</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">352,750</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">369,154</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">425,512</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">306,525</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">330,988</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">354,717</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">382,603</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Operating profit <SUP>(2)</SUP></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">216,725</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">244,164</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">266,646</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">152,976</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">179,712</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">219,461</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">164,087</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">108,099</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">130,030</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">158,154</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">120,398</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Change in estimate of sales tax
and CRTC contribution liabilities</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(12,331</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Depreciation and amortization</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">116,498</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">121,885</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">118,944</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">119,124</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">125,232</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">129,069</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">145,174</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">109,528</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">110,802</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">116,646</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">120,157</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Operating income</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">100,227</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">122,279</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">147,702</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">33,852</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">54,480</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">90,392</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">18,913</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">10,902</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">19,228</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">41,508</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">241</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Interest on long-term debt</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">55,356</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">49,436</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">47,630</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">48,008</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">49,601</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">49,339</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">46,558</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">47,390</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">48,008</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">50,105</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">49,647</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Foreign exchange gain (loss)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(24,376</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(32,776</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">10,783</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">52,289</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">53,483</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,008</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">27,462</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(441</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">30,938</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(27,182</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3,095</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Change in fair value of derivative
instruments</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(18,900</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">15,060</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(5,206</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Gain (loss)&nbsp;on repayment of debt</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(2,313</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">22,759</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">8,238</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Other income (expense)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,037</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">18</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4,036</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(124</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">134</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">851</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">77</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">335</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Income tax expense</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(1,324</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(1,322</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(1,301</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(1,378</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(1,378</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(1,171</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,534</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(1,576</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(1,426</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(1,127</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(1,129</TD>
    <TD nowrap>)</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Net income (loss)&nbsp;for the period</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">$</TD>
    <TD align="right">(1,005</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">53,823</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">108,384</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">36,631</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">57,118</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">42,741</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,351</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">$</TD>
    <TD align="right">(38,428</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">733</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">$</TD>
    <TD align="right">(14,143</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">$</TD>
    <TD align="right">(38,867</TD>
    <TD nowrap>)</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Net income (loss)&nbsp;per share -</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Basic</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">$</TD>
    <TD align="right">(0.01</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">0.38</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">0.76</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">0.26</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">0.40</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">0.30</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">0.01</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">$</TD>
    <TD align="right">(0.27</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">$</TD>
    <TD align="right">(0.10</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">$</TD>
    <TD align="right">(0.27</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Diluted</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(0.01</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0.37</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0.75</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0.26</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0.40</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0.30</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0.01</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(0.27</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(0.10</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(0.27</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Operating profit margin as % of
network revenue</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">39.8</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">41.2</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">42.0</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">33.2</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">36.4</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">40.7</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">30.6</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">26.9</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">30.1</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">34.3</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">26.2</TD>
    <TD nowrap>%</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">PP&#038;E expenditures</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">130,887</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">84,992</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">89,911</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">77,693</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">98,793</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">116,379</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">119,068</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">101,195</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">149,036</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">126,016</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">188,305</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Property, plant and equipment</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,314,820</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,279,391</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,249,063</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,333,578</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,311,014</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,302,200</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,299,919</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,246,546</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,287,385</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,299,109</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,371,133</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Total assets</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3,138,008</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3,144,075</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3,201,230</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3,117,942</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3,109,691</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3,140,001</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3,107,343</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3,053,932</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3,052,364</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3,059,756</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3,185,004</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Total long-term debt, including
current portion <SUP>(3)</SUP></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,279,822</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,274,399</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,145,533</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,362,282</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,309,708</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,199,321</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,209,603</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,267,917</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,358,443</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,254,038</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,360,075</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Shareholders&#146; equity</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">455,587</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">516,999</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">631,359</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">337,596</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">395,421</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">439,013</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">443,080</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">351,301</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">352,385</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">338,815</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">300,456</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Wireless voice and data subscribers</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3,843,200</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3,925,800</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4,023,300</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3,458,300</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3,501,600</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3,616,800</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3,789,400</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3,097,100</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3,164,500</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3,256,900</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3,408,000</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">One-way subscribers</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">231,300</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">221,300</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">210,600</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">289,100</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">273,200</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">258,400</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">241,300</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">348,800</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">333,300</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">316,600</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">302,300</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Body --></TABLE>
</DIV>




<P>
<HR size="1" width="18%" align="left" noshade>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top">
    <TD width="1%" nowrap align="right">(1)</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">Effective January&nbsp;1, 2004, we adopted new accounting standards
regarding the timing of revenue recognition and classification of
certain items as revenue or expense. See the &#147;New Accounting
Standards &#151; Revenue Recognition&#148; section for further details with
respect to the impact of this reclassification. All prior periods
presented above are prepared on a consistent basis.</TD>
</TR>

<TR><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD width="1%" nowrap align="right">(2)</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">Operating profit should not be considered as a
substitute or
alternative for operating income or net income, in each case
determined in accordance with generally accepted accounting
principles (&#147;GAAP&#148;). See the &#147;Reconciliation to Net Income (Loss)&#148;
section for a reconciliation of operating profit to operating
income and net income (loss)&nbsp;under GAAP; and the &#147;Key Performance
Indicators and Non-GAAP Measures &#151; Operating Profit&#148; section.</TD>
</TR>

<TR><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD width="1%" nowrap align="right">(3)</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">Total long-term debt, including current portion, has been
presented to include the effect of cross-currency interest rate
exchange agreements for all periods.</TD>
</TR>
</TABLE>

<P align="center" style="font-size: 10pt">25
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt"><B>Rogers Wireless Communications Inc.</B><BR>
<B>Unaudited Consolidated Statements of Income</B>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head --><TR valign="bottom">
    <TD width="60%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>Three Months Ended</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>Nine Months Ended</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>September 30,</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>September 30,</B><HR size="1" noshade></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>(In thousands of dollars except per share amounts)</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2004</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2003</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2004</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2003</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Revenue (Note 1(d)):</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Postpaid (voice and data)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">604,541</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">510,908</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,678,470</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,408,324</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Prepaid</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">25,013</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">21,172</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">75,211</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">64,013</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">One-way messaging</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5,973</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6,815</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">18,652</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">21,123</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Network revenue</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">635,527</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">538,895</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,772,333</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,493,460</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Equipment sales</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">85,609</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">49,720</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">197,564</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">124,735</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Total operating revenue</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">721,136</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">588,615</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,969,897</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,618,195</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Operating expenses:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Cost of equipment sales (Note 1(d))</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">151,675</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">94,610</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">357,527</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">252,009</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Sales and marketing expenses (Note
1(d))</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">89,605</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">85,233</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">266,447</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">250,086</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Operating, general and
administrative expenses (Note 1(d))</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">210,292</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">186,477</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">609,632</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">555,449</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Management fees</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,918</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,834</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">8,756</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">8,502</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Depreciation and amortization</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">118,944</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">129,069</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">357,327</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">373,425</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Operating income</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">147,702</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">90,392</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">370,208</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">178,724</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Interest expense on long-term debt</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">47,630</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">49,339</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">152,422</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">146,948</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">100,072</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">41,053</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">217,786</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">31,776</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Foreign exchange gain (loss)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">10,783</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,008</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(46,369</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">107,780</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Change in the fair value of
derivative instruments</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(5,206</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(9,046</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Loss on repayment of long-term debt</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(2,313</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Investment and other income</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4,036</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">851</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5,091</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">861</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Income before income taxes</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">109,685</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">43,912</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">165,149</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">140,417</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Income tax expense &#151; current</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,301</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,171</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3,947</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3,927</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Net income for the period</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">108,384</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">42,741</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">161,202</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">136,490</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Earnings per share (Note 6)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Basic</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">0.76</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">0.30</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1.13</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">0.96</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Diluted</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0.75</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0.30</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1.12</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0.96</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Body --></TABLE>
</DIV>



<P align="left" style="font-size: 10pt">See accompanying Notes to Unaudited Interim Consolidated Financial Statements.


<P align="center" style="font-size: 10pt">26
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt"><B>Rogers Wireless Communications Inc.</B><BR>
<B>Unaudited Consolidated Statements of Cash Flows</B>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head --><TR valign="bottom">
    <TD width="60%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>Three Months Ended</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>Nine Months Ended</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>September 30,</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>September 30,</B><HR size="1" noshade></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>(In thousands of dollars)</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2004</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2003</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2004</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2003</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Cash provided by (used in):</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Operating activities:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Net income for the period</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">108,384</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">42,741</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">161,202</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">136,490</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Adjustments to reconcile net
income to net cash flows from
operating activities:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:30px; text-indent:-10px">Depreciation
and amortization</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">118,944</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">129,069</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">357,327</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">373,425</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-10px">Unrealized
foreign exchange
loss (gain)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(10,827</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(2,294</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">44,773</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(107,324</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:30px; text-indent:-10px">Change in the
fair value of
derivative
instruments</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5,206</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">9,046</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-10px">Loss on
repayment of
long-term debt</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,313</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:30px; text-indent:-10px">Gain on sale
of investments</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(1,445</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(1,445</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">220,262</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">169,516</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">573,216</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">402,591</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Change in non-cash working
capital items (Notes 1(a) and 9)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(1,619</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">49,832</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(139,667</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">8,806</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">218,643</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">219,348</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">433,549</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">411,397</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Financing activities:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Issuance of long-term debt</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">28,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">68,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,400,500</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">426,000</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Repayment of long-term debt</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(77,387</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(176,093</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(1,484,509</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(479,430</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Proceeds on termination of
cross-currency interest rate
exchange agreements</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">58,416</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Premium on repayment of
long-term debt</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(34,713</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Financing costs incurred</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(10,904</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Issuance of capital stock</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4,917</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">851</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">23,899</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,067</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(44,470</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(107,242</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(47,311</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(51,363</TD>
    <TD nowrap>)</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Investing activities:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Property, plant and equipment
(&#147;PP&#038;E&#148;) expenditures</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(89,911</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(116,379</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(305,790</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(292,865</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Change in non-cash working
capital items related to PP&#038;E
expenditures
(Note 1 (a))</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">31,846</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(5,203</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">40,771</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(82,984</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Acquisition of spectrum
licences</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(5,913</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Proceeds on sale of investments</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,445</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,445</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Other</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(1,227</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(1,227</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(57,847</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(121,582</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(270,714</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(375,849</TD>
    <TD nowrap>)</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Increase (decrease)&nbsp;in cash and cash
equivalents</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">116,326</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(9,476</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">115,524</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(15,815</TD>
    <TD nowrap>)</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Cash and cash equivalents (deficiency),
beginning of period</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(5,035</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3,729</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(4,233</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">10,068</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Cash and cash equivalents (deficiency), end
of period</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">111,291</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">$</TD>
    <TD align="right">(5,747</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">111,291</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">$</TD>
    <TD align="right">(5,747</TD>
    <TD nowrap>)</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Supplemental cash flow information:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Interest paid</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">39,427</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">3,246</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">129,930</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">103,113</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Income taxes paid</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,679</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3,022</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4,972</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6,277</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Body --></TABLE>
</DIV>



<P align="left" style="font-size: 10pt"><I>Cash and cash equivalents are defined as cash and short-term deposits which have an original
maturity of less than 90&nbsp;days, less bank advances.</I>


<P align="left" style="font-size: 10pt">See accompanying Notes to Unaudited Interim Consolidated Financial Statements.


<P align="center" style="font-size: 10pt">27
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt"><B>Rogers Wireless Communications Inc.</B><BR>
<B>Unaudited Consolidated Balance Sheets</B>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head --><TR valign="bottom">
    <TD width="80%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>September 30,</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>December 31,</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>(In thousands of dollars)</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2004</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2003</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><B>Assets</B></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><B>Current assets</B></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Cash and cash equivalents</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">111,291</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Accounts receivable</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">348,961</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">325,210</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Other current assets</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">51,128</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">38,619</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Due from parent and affiliated companies (Note 10)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,767</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">513,147</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">363,829</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Property, plant and equipment</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,249,063</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,299,919</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Goodwill</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">7,058</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">7,058</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Spectrum licences</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">402,880</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">396,824</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Deferred charges</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">27,904</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">38,163</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Other long-term assets</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,178</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,550</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">3,201,230</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">3,107,343</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><B>Liabilities and Shareholders&#146; Equity</B></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><B>Liabilities</B></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><B>Current liabilities</B></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Bank advances, arising from outstanding cheques</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">4,233</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Accounts payable and accrued liabilities</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">328,485</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">396,652</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Current portion of long-term debt</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">918</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,378</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Due to parent and affiliated companies (Note 10)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">47</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Unearned revenue</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">37,362</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">34,503</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">366,765</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">437,813</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Long-term debt (Note 2)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,946,308</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,070,761</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Derivative instruments (Note 3)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">198,307</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">136,464</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Deferred transitional gain (Note 4)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">57,474</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">19,225</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Fair value of derivative instruments</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,017</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,569,871</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,664,263</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Shareholders&#146; equity (Note 5)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">631,359</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">443,080</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">3,201,230</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">3,107,343</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Body --></TABLE>
</DIV>



<P align="left" style="font-size: 10pt">Canadian and United States accounting policy differences (Note 11).<BR>
Subsequent events (Note 12).


<P align="left" style="font-size: 10pt">Contingent liabilities (Note 13).


<P align="left" style="font-size: 10pt">See accompanying Notes to Unaudited Interim Consolidated Financial Statements.


<P align="center" style="font-size: 10pt">28
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt"><B>Rogers Wireless Communications Inc.</B><BR><B>
Unaudited Consolidated Statements of Deficit</B>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head --><TR valign="bottom">
    <TD width="80%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Nine Months</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Nine Months</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Ended</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Ended</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>September 30,</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>September 30,</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>(In thousands of dollars)</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2004</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2003</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Deficit, beginning of period</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">$</TD>
    <TD align="right">(1,444,889</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">$</TD>
    <TD align="right">(1,582,730</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Adjustment for stock-based compensation (Note 1(c))</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(2,251</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">As restated</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(1,447,140</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(1,582,730</TD>
    <TD nowrap>)</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Net income for the period</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">161,202</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">136,490</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Deficit, end of period</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">$</TD>
    <TD align="right">(1,285,938</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">$</TD>
    <TD align="right">(1,446,240</TD>
    <TD nowrap>)</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Body --></TABLE>
</DIV>



<P align="left" style="font-size: 10pt">See accompanying Notes to Unaudited Interim Consolidated Financial Statements.


<P align="center" style="font-size: 10pt">29
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt"><B>Rogers Wireless Communications Inc.<BR><BR>
Notes to Unaudited Consolidated Financial Statements<BR><BR>
Three and Nine Months Ended September&nbsp;30, 2004 and 2003</B>


<P align="left" style="font-size: 10pt">These interim unaudited Consolidated Financial Statements do not include all of the
disclosures required by Canadian generally accepted accounting principles (&#147;GAAP&#148;). They should be
read in conjunction with the audited Annual Consolidated Financial Statements, including the Notes
thereto, for the year ended December&nbsp;31, 2003.


<P align="left" style="font-size: 10pt"><B>1. Basis of Presentation and Accounting Policies:</B>


<P align="left" style="font-size: 10pt">The interim Consolidated Financial Statements include the accounts of Rogers Wireless
Communications Inc. and its subsidiaries (collectively &#147;the Company&#148;). The Notes presented in these
interim Consolidated Financial Statements include only significant changes and transactions
occurring since the Company&#146;s last year end and are not fully inclusive of all matters normally
disclosed in the Company&#146;s annual audited Consolidated Financial Statements.



<P align="left" style="font-size: 10pt">These interim Consolidated Financial Statements follow the same accounting policies and
methods of application as the most recent annual financial statements except certain comparative
figures have been reclassified and the following policies have been adopted in the nine months
ended September&nbsp;30, 2004:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">a)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><I>GAAP Hierarchy</I></TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>In June&nbsp;2003, the Canadian Institute of Chartered Accountants
(&#147;CICA&#148;) released Handbook Section&nbsp;1100, &#147;Generally Accepted
Accounting Principles&#148;. Previously, there had been no clear
definition of the order of authority for sources of GAAP. This
standard established standards for financial reporting in
accordance with Canadian GAAP and applies to our 2004 fiscal year.
This section also provides guidance on sources to consult when
selecting accounting policies and appropriate disclosures when a
matter is not dealt with explicitly in the primary sources of
GAAP.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The Company has reviewed this new standard, and as a result
has adopted a classified balance sheet presentation since it
believes the historical industry practice of a declassified
balance sheet presentation is no longer appropriate.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>In addition, within the Consolidated Statements of Cash
Flows, we have reclassified the change in non-cash working capital
items related to PP&#038;E to investing activities. This change had the
impact of decreasing cash used in investing activities on the
Statements of Cash Flows, compared to our previous method, by
$31.8&nbsp;million and increasing cash used in investing activities by
$5.2&nbsp;million in the three months ended September&nbsp;30, 2004 and
September&nbsp;30, 2003, respectively. For the nine months ended
September&nbsp;30, 2004, cash used in investing activities decreased by
$40.8&nbsp;million and for the nine months ended September&nbsp;30, 2003
this change had the impact of increasing cash used in investing
activities by $83.0&nbsp;million. In all periods, the corresponding
change was to non-cash working capital items within operating
activities.</TD>
</TR>

</TABLE>
<P align="center" style="font-size: 10pt">30
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">


</TABLE>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">b)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><I>Hedging Relationships</I></TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>In November&nbsp;2001, the CICA issued Accounting Guideline 13,
&#147;Hedging Relationships&#148; (&#147;AcG-13&#148;), and in November&nbsp;2002, the CICA
amended the effective date of the guideline. AcG-13 established
new criteria for hedge accounting and it will apply to all hedging
relationships in effect on or after January&nbsp;1, 2004. Effective,
January&nbsp;1, 2004, the Company determined that it would not account
for its cross-currency interest rate exchange agreements as hedges
for accounting purposes and consequently began to account for such
derivatives on a mark-to-market basis with resulting gains or
losses recorded in or charged against income.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>This resulted in the recognition in the Consolidated
Statement of Income of an unrealized loss related to the change in
fair value of the exchange agreements of $3.8&nbsp;million for the six
months ended June&nbsp;30, 2004. A loss of $32.4&nbsp;million was also
recognized for the six months ended June&nbsp;30, 2004 related to the
unrealized foreign exchange on the debt previously hedged.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The Company also adjusted the carrying value of these
instruments from $136.5&nbsp;million at December&nbsp;31, 2003 to the fair
value of $120.4&nbsp;million on January&nbsp;1, 2004. The corresponding
transitional loss of $16.1&nbsp;million was deferred and amortized to
income over the remaining life of the underlying debt instruments.
Amortization for the six months ended June&nbsp;30, 2004 totalled $0.4
million.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Effective July&nbsp;1, 2004, the Company met the requirements for
hedge accounting under AcG-13 for certain of its instruments, and
consequently, on a prospective basis, began to treat approximately
US$1,240.0&nbsp;million notional amount of these exchange agreements as
hedges against foreign exchange fluctuations on US$1,240.0&nbsp;million
of US dollar-denominated debt.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>A new transition adjustment arising on the change from
mark-to-market accounting to hedge accounting was therefore
recalculated as at July&nbsp;1, 2004, resulting in a deferred
transitional gain of $53.9&nbsp;million, which will be amortized to
income over the shorter of the remaining life of the debt and the
term of the exchange agreements. Amortization of this transition
gain from July&nbsp;1, 2004 to September&nbsp;30, 2004 totalled $1.6
million.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Certain other cross-currency interest rate exchange
agreements will continue not to be accounted for as hedges as they
do not meet the requirements for hedge accounting under AcG-13.
Approximately US$61.8&nbsp;million notional amount of exchange
agreements will continue to be accounted for on a mark-to-market
basis. The fair value of these exchange agreements was $1.0
million at September&nbsp;30, 2004.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">c)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><I>Stock-Based Compensation</I></TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Effective January&nbsp;1, 2004, Canadian GAAP requires the Company
to determine the fair value of stock-based compensation awarded to
employees and to expense the fair value over the vesting period of
the stock options. In accordance with the transition rules, the
Company determined the fair value of stock options granted to
employees since January&nbsp;1, 2002, using the Black-Scholes Option
Pricing model and recorded an adjustment to opening retained
earnings in the amount of $2.3&nbsp;million, representing the expense
for the 2002 and 2003 fiscal years. The offset to retained
earnings is an increase in contributed</TD>
</TR>

</TABLE>
<P align="center" style="font-size: 10pt">31
</DIV>


<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt"><TR valign="top" style="font-size: 10pt; color: #textcolor#; background: #bgcolor#">
    <TD width="2%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>surplus. Stock-based compensation expense for the three and
nine months ended September&nbsp;30, 2004 was $1.0&nbsp;million and $3.1
million, respectively.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">d)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><I>Revenue Recognition</I></TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Effective January&nbsp;1, 2004, the Company adopted new Canadian
accounting standards, including the CICA Emerging Issues Committee
Abstract 142 issued in December&nbsp;2003, regarding the timing of
revenue recognition and the classification of certain items as
revenue or expense.</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>


<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>As a result of the adoption of these new accounting
standards, the following changes to the recognition and
classification of revenue and expenses have been made:</TD>
</TR>

</TABLE>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Activation fees are now classified as
equipment revenue. Previously, these amounts were
classified as network revenue.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Recoveries from new and existing subscribers
from the sale of equipment are now classified as
equipment revenue. Previously, these amounts were
recorded as a reduction to sales expense in the
case of a new subscriber, or as a reduction to
operating, general and administrative expense in
the case of an existing subscriber.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Equipment subsidies provided to new and
existing subscribers are now classified as a
reduction to equipment revenue. Previously, these
amounts were recorded as a sales expense in the
case of a new subscriber, or as an operating,
general and administrative expense in the case of
an existing subscriber. Costs for equipment
provided under retention programs to existing
subscribers are now recorded as equipment cost of
sales. Previously, these amounts were recorded as
operating, general and administrative expenses.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Certain other recoveries from subscribers
related to collections activities are now recorded
as network revenue rather than as a recovery of
operating, general and administrative expenses.</TD>
</TR>

</TABLE>

<P align="left" style="font-size: 10pt">As a result of the adoption of these new accounting standards, the following changes to the
classification of revenue and expenses have been made:

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head --><TR valign="bottom">
    <TD width="36%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="15"><B>Three Months Ended September 30,</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="15"><B>Nine Months Ended September 30,</B><HR size="1" noshade></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>(In millions of dollars)</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>2004</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>2003</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>2004</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>2003</B><HR size="1" noshade></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>After</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Prior to</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>After</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Prior to</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>After</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Prior to</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>After</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Prior To</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Adoption</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Adoption</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Adoption</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Adoption</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Adoption</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Adoption</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Adoption</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Adoption</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Network revenue</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">635.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">636.7</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">538.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">540.7</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,772.4</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,777.2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,493.4</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,499.1</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Equipment sales</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">85.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">92.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">49.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">59.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">197.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">214.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">124.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">158.4</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">721.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">729.2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">588.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">599.7</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,969.9</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,991.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,618.2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,657.5</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Cost of equipment sales</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">151.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">87.2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">94.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">58.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">357.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">207.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">252.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">160.9</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Sales and marketing
expenses</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">89.6</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">132.2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">85.2</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">120.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">266.4</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">378.8</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">250.1</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">349.6</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Operating, general and
administrative expenses</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">210.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">240.3</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">186.5</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">198.0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">609.7</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">668.9</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">555.4</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">586.2</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Body --></TABLE>
</DIV>



<P align="left" style="font-size: 10pt">This change in accounting classification had no effect on the amounts of reported operating
income, net income or earnings per share. All prior period amounts have been conformed to reflect
these changes in classification.


<P align="center" style="font-size: 10pt">32
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt"><B>2. Long-term Debt:</B>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head --><TR valign="bottom">
    <TD width="70%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Interest</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>September 30,</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>December 31,</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>(In thousands of dollars)</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Rate</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2004</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2003</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">(i)&nbsp;Bank credit facility</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="center">Floating</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">138,000</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">(ii)&nbsp;Senior Secured Notes, due 2006</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD nowrap align="right">10-1/2</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">160,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">160,000</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">(iii)&nbsp;Senior Secured Notes, due 2007</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">8.30</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">253,453</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">(iv)&nbsp;Senior Secured Debentures, due 2008</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD nowrap align="right">9-3/8</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">430,589</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">(v)&nbsp;Senior Secured Notes, due 2014</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD nowrap align="right">6-3/8</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">947,925</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">(vi)&nbsp;Senior Secured Notes, due 2011</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD nowrap align="right">9-5/8</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">619,311</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">633,276</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">(vii)&nbsp;Senior Secured Debentures, due 2016</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD nowrap align="right">9-3/4</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">195,778</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">200,193</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">(viii)&nbsp;Senior Subordinated Notes, due 2007</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">8.80</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">231,443</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">(ix)&nbsp;Mortgage payable and capital leases</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="center">Various</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">24,212</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">26,185</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,947,226</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,073,139</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Current portion of long-term debt</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(918</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(2,378</TD>
    <TD nowrap>)</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,946,308</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">2,070,761</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Body --></TABLE>
</DIV>



<P align="left" style="font-size: 10pt">On October&nbsp;8, 2004, the terms of the bank credit facility were amended (note 11(b)).



<P align="left" style="font-size: 10pt"><I>Issued:</I>


<P align="left" style="font-size: 10pt">In February&nbsp;2004, the Company issued US$750.0&nbsp;million 6.375% Senior Secured Notes due 2014.



<P align="left" style="font-size: 10pt">On February&nbsp;20, 2004, the Company entered into US$750.0&nbsp;million notional amount of
cross-currency interest rate exchange agreements to reduce the Company&#146;s exposure to changes in the
exchange rate of the U.S. dollar as compared to the Canadian dollar. The impact of these
cross-currency interest exchange agreements is to economically hedge these amounts at an average
exchange rate of C$1.33490 to US$1.00.



<P align="left" style="font-size: 10pt"><I>Redeemed:</I>


<P align="left" style="font-size: 10pt">On February&nbsp;20, 2004, the Company unwound US$333.2&nbsp;million of cross-currency interest rate
exchange agreements for cash proceeds of $58.4&nbsp;million.



<P align="left" style="font-size: 10pt">On March&nbsp;26, 2004, the Company redeemed its US$196.1&nbsp;million Senior Secured Notes, US$179.1
million Senior Subordinated Notes, and US$333.2&nbsp;million Senior Secured Debentures for an aggregate
of US$734.7&nbsp;million, including payment of redemption premiums. This resulted in a loss on the
repayment of long-term debt of $2.3&nbsp;million, which included redemption premiums of $34.7&nbsp;million,
the write-off of deferred financing costs of $7.8&nbsp;million, and a $40.2&nbsp;million gain on the release
of the deferred transition gain related to the cross-currency interest rate exchange agreements
that were unwound during the quarter which were previously treated as effective hedges prior to our
adoption of new rules with respect to Hedging Relationships as discussed in Note 1(b).



<P align="left" style="font-size: 10pt">As indicated in Note 1(b), the Company determined that it would not account for derivative
instruments, including cross-currency interest rate exchange agreements as effective hedges for
accounting purposes. Accordingly, effective January&nbsp;1, 2004, the Company records the fair value of
these instruments as a separate component of the balance sheet. As a result, the effect of the
cross-currency interest rate exchange agreements is no longer recorded as a component of long-term
debt. At September&nbsp;30, 2004, the fair value of derivative instruments is a liability of $1.0
million and is disclosed as a separate component on the consolidated balance sheet.



<P align="center" style="font-size: 10pt">33
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt"><B>3. Derivative Instruments:</B>


<P align="left" style="font-size: 10pt">The carrying value of derivative instruments represents the impact of the differences in
foreign exchange rates under the cross-currency interest rate exchange agreements used to hedge
long-term debt denominated in U.S. dollars and the spot foreign exchange rate at the balance sheet
date. In the prior year, this amount was recorded as a component of long-term debt on the
consolidated balance sheet. The comparative amount as at December&nbsp;31, 2003 has been reclassified to
reflect the current year&#146;s financial statement presentation.


<P align="left" style="font-size: 10pt"><B>4. Deferred Transitional Gain:</B>


<P align="left" style="font-size: 10pt">The deferred transitional gain arose from changes between mark-to-market accounting and hedge
accounting related to cross-currency interest rate exchange agreements. The transitional gain is
being amortized to income over the shorter of the remaining life of the related debt and the term
of the exchange agreements. Amortization for the three months ended September&nbsp;30, 2004 totalled
$2.4&nbsp;million.


<P align="left" style="font-size: 10pt"><B>5. Shareholders&#146; Equity:</B>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head --><TR valign="bottom">
    <TD width="80%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>September 30,</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>December 31,</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>(In thousands of dollars)</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2004</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2003</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Capital stock:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Issued and outstanding-</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:30px; text-indent:-10px">90,468,259 Class&nbsp;A Multiple Voting shares</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">962,661</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">962,661</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-10px">52,595,800 Class&nbsp;B Restricted Voting
shares (2003 - 51,430,178)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">949,207</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">925,308</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,911,868</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,887,969</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Contributed surplus</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5,429</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,917,297</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,887,969</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Deficit</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(1,285,938</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(1,444,889</TD>
    <TD nowrap>)</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">631,359</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">443,080</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Body --></TABLE>
</DIV>



<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">i.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>During the nine months ended September&nbsp;30, 2004, the Company issued 1,165,622 Class&nbsp;B
Restricted Voting shares to employees upon the exercise of employee stock options for cash
of $23.9&nbsp;million.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">ii.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Stock-based compensation:</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>On January&nbsp;1, 2004, the Company adopted CICA Handbook Section&nbsp;3870 and recorded a
charge to opening retained earnings of $2.3&nbsp;million for stock options granted to employees
after January&nbsp;1, 2002 (Note 1(c)).</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>During the three and nine months ended September&nbsp;30, 2004, the Company recorded
compensation expense of $1.0&nbsp;million and $3.1&nbsp;million, respectively, related to stock
options granted to employees on or after January&nbsp;1, 2002.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>As a result of the above transactions, $5.4&nbsp;million was recorded in contributed surplus.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Based on stock options issued subsequent to January&nbsp;1, 2002, the stock-based
compensation expense for the three and nine months ended September&nbsp;30, 2003 would have been
increased by $0.5&nbsp;million and $1.2&nbsp;million, respectively, and pro forma net</TD>
</TR>

</TABLE>
<P align="center" style="font-size: 10pt">34
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt"><TR valign="top" style="font-size: 10pt; color: #textcolor#; background: #bgcolor#">
    <TD width="2%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>income for the three and nine months ended September&nbsp;30, 2003
would have been $42.3&nbsp;million and $135.3&nbsp;million, respectively or
$0.29 per share (basic and diluted) and $0.95 per share (basic and
diluted), respectively.</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>There were no options granted by the Company for the nine
months ended September&nbsp;30, 2004. The weighted average estimated
fair value at the date of the grant for the options granted by the
Company in the nine months ended September&nbsp;30, 2003 was $10.59 per
share. There were no options issued in the three month ended
September&nbsp;30, 2003. The &#147;fair value&#148; of each option granted was
estimated on the date of the grant using the Black-Scholes Option
Pricing Model with the following assumptions:</TD>
</TR>

</TABLE>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head --><TR valign="bottom">
    <TD width="80%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>Nine Months Ended</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>September 30,</B><HR size="1" noshade></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2004</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2003</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Risk-free interest rate</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">4.66</TD>
    <TD nowrap>%</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Dividend yield</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Volatility factor of the future
expected market price of the Company&#146;s Class
B Restricted Voting Shares</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">56.14</TD>
    <TD nowrap>%</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Weighted average expected life of the options</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="center">5 years</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Body --></TABLE>
</DIV>



<P align="left" style="font-size: 10pt"><B>6. Earnings Per Share:</B>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head --><TR valign="bottom">
    <TD width="60%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>Three Months Ended</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>Nine Months Ended</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>September 30,</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>September 30,</B><HR size="1" noshade></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>(In thousands, except per share amounts)</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2004</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2003</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2004</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2003</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Numerator:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Net income for the period &#151; basic and diluted</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">108,384</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">42,741</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">161,202</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">136,490</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Denominator:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Weighted average number of shares &#151; basic</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">142,959</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">141,770</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">142,631</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">141,752</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Effect of dilutive securities:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-10px">Employee stock
options</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,137</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">442</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,041</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">205</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Weighted average number of
shares &#151; diluted</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">144,096</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">142,212</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">143,672</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">141,957</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Earnings per share for the period:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Basic</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">0.76</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">0.30</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1.13</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">0.96</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Diluted</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0.75</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0.30</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1.12</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0.96</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Body --></TABLE>
</DIV>



<P align="left" style="font-size: 10pt">Stock options totaling approximately 0.6&nbsp;million and 0.6&nbsp;million for the three and nine months
ended September&nbsp;30, 2004, respectively, and 0.6&nbsp;million and 0.6&nbsp;million for the three and nine
months ended September&nbsp;30, 2003, respectively have been excluded from the calculation of diluted
earnings per share as their impact is antidilutive.

<P align="left" style="font-size: 10pt"><B>7. Pensions:</B>


<P align="left" style="font-size: 10pt">For the three and nine months ended September&nbsp;30, 2004, the Company has made required
contributions to its parent company Rogers Communications Inc. (&#147;RCI&#148;) pension plans in the amount
of $2.5&nbsp;million and $5.5&nbsp;million (2003 &#151; $1.5&nbsp;million and $4.5&nbsp;million), respectively, resulting in
pension expense of the same amount. In addition, the Company recorded expense of $0.1&nbsp;million and
$0.8&nbsp;million (2003 &#151; nil and nil) for the three and nine months ended September&nbsp;30, 2004,
respectively, related to supplemental executive retirement plans that are unfunded.


<P align="left" style="font-size: 10pt"><B>8. Employee Share Accumulation Plan:</B>


<P align="left" style="font-size: 10pt">Effective the first quarter of 2004, the Company launched an employee share accumulation
program that allows employees to voluntarily participate in a share purchase program. Under


<P align="center" style="font-size: 10pt">35
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<P align="left" style="font-size: 10pt">the terms of the program, employees of the Company can contribute a specified percentage of
their regular earnings through regular payroll deductions. The administrator of the plan then
purchases Class&nbsp;B Restricted Voting shares of the Company on the open market on behalf of the
employee.



<P align="left" style="font-size: 10pt">At the end of each quarter, the Company makes a contribution of 25% of the employee&#146;s
contribution in the quarter. The administrator then uses this amount to purchase additional shares
of the Company on behalf of the employee, as outlined above.



<P align="left" style="font-size: 10pt">The Company records its contribution as compensation expense, which amounted to $0.1&nbsp;million
and $0.2&nbsp;million for the three and nine months ended September&nbsp;30, 2004, respectively.



<P align="left" style="font-size: 10pt"><B>9. Consolidated Statement of Cash Flows &#151; Supplemental Information:</B>


<P align="left" style="font-size: 10pt">The change in non-cash working capital items are as follows:

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head --><TR valign="bottom">
    <TD width="60%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>Three Months Ended</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>Nine Months Ended</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>September 30,</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>September 30,</B><HR size="1" noshade></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>(In thousands of dollars)</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2004</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2003</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2004</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2003</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><B>Cash provided by (used in):</B></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Decrease (increase)&nbsp;in accounts receivable</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">$</TD>
    <TD align="right">(31,887</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">$</TD>
    <TD align="right">(30,307</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">$</TD>
    <TD align="right">(39,055</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">$</TD>
    <TD align="right">(10,591</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Decrease (increase)&nbsp;in other assets, deferred
charges and spectrum licences</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">11,031</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">9,177</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(12,280</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(10,213</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Increase (decrease)&nbsp;in accounts payable and
accrued liabilities</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">15,407</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">65,548</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(89,377</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">41,678</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Increase (decrease)&nbsp;in unearned revenue</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5,359</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5,859</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,859</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(7,595</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Increase (decrease)&nbsp;in amounts due to (from)
affiliated companies, net</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(1,529</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(445</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(1,814</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(4,473</TD>
    <TD nowrap>)</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">$</TD>
    <TD align="right">(1,619</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">49,832</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">$</TD>
    <TD align="right">(139,667</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">8,806</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Body --></TABLE>
</DIV>



<P align="left" style="font-size: 10pt"><B>10. Related Party Transactions:</B>


<P align="left" style="font-size: 10pt">The amounts due from (to)&nbsp;RCI and its subsidiaries and AWE comprise the following:

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head --><TR valign="bottom">
    <TD width="80%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>September 30,</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>December 31,</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>(In thousands of dollars)</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2004</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2003</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">RCI</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">$</TD>
    <TD align="right">(493</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">$</TD>
    <TD align="right">(24</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Rogers Cable Inc. (&#147;Rogers Cable&#148;)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">997</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(137</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">AWE</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,263</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">114</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,767</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">$</TD>
    <TD align="right">(47</TD>
    <TD nowrap>)</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Body --></TABLE>
</DIV>



<P align="left" style="font-size: 10pt">The above amounts reflect intercompany charges for capital and operating expenditures and
management fees, and are short-term in nature.


<P align="left" style="font-size: 10pt">A summary of all significant charges from (to)&nbsp;related parties, which have been accounted for at
exchange amounts, is as follows:


<P align="center" style="font-size: 10pt">36
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head --><TR valign="bottom">
    <TD width="60%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>Three Months Ended</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>Nine Months Ended</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>September 30,</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>September 30,</B><HR size="1" noshade></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>(In thousands of dollars)</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2004</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2003</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2004</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2003</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">RCI:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Management fees</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">2,919</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">2,834</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">8,757</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">8,502</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Wireless
services</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(277</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">63</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(886</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(539</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Rent income</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(1,872</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(2,262</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(5,529</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(6,237</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Cost of shared
operating expenses</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">51,983</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">46,523</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">151,265</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">139,349</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Additions to
PP&#038;E <SUP>(1)</SUP></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">9,950</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">8,354</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">17,780</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">14,489</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">62,703</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">55,512</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">171,387</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">155,564</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Rogers Cable Inc. (&#147;Rogers
Cable&#148;):</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Wireless
equipment for
resale</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(5,168</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(3,816</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(12,182</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(9,343</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Subscriber
activation
commissions</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6,142</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,584</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">14,643</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6,941</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Rent income</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(1,010</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(948</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(3,034</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(2,779</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Wireless
services</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(756</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(895</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(2,398</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(1,782</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Transmission
facilities usage</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">822</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">110</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,042</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">330</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Consolidated
billing services
<SUP>(2)</SUP></DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(1,722</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(381</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(2,886</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(1,015</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Charges for
PP&#038;E <SUP>(1)</SUP></DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(1,011</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(1,011</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(2,703</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(3,346</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(5,826</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(7,648</TD>
    <TD nowrap>)</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Rogers Media Inc. (&#147;Rogers Media&#148;):</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Advertising</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">747</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,177</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,173</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,749</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Rent income</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(2,678</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(2,682</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(8,425</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(5,985</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Wireless
services</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(213</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(277</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(555</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(381</TD>
    <TD nowrap>)</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(2,144</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(1,782</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(6,807</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(3,617</TD>
    <TD nowrap>)</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">AWE:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Roaming revenue</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(5,872</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(4,409</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(12,146</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(10,098</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Roaming expense</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,547</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3,081</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">8,977</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">10,868</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Over-the-air
activation services</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">61</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">31</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">234</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(3,325</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(1,267</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(3,138</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,004</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">54,531</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">49,117</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">155,616</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">145,303</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:20px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Body --></TABLE>
</DIV>




<P>
<HR size="1" width="18%" align="left" noshade>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top">
    <TD width="1%" nowrap align="right">(1)</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">Additions to (charges for) PP&#038;E relate primarily to expenditures
on information technology infrastructure and call centre
technologies.</TD>
</TR>

<TR><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD width="1%" nowrap align="right">(2)</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">Included in accounts receivable at September&nbsp;30, 2004 is
approximately $14.7&nbsp;million related to amounts outstanding for
Rogers Cable services included on consolidated bills to customers
of the Company.</TD>
</TR>

</TABLE>



<P align="left" style="font-size: 10pt">The Company has entered into certain transactions with companies, the partners or senior
officers of which are directors of the Company and RCI. During the three and nine months ended
September&nbsp;30, 2004 the total amounts paid by the Company to these related parties are as follows:

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head --><TR valign="bottom">
    <TD width="60%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>Three Months Ended</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>Nine Months Ended</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>September 30,</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>September 30,</B><HR size="1" noshade></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>(In thousands of dollars)</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2004</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2003</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2004</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2003</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Legal services and
commissions paid on
premiums for insurance
coverage</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">616</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">400</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,416</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,200</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Interest charges
and other financing fees</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,166</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4,766</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5,643</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">12,066</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,782</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">5,166</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">7,059</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">13,266</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Body --></TABLE>
</DIV>



<P align="center" style="font-size: 10pt">37
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt"><B>11. Canadian and United States Accounting Policy Differences:</B>


<P align="left" style="font-size: 10pt">The consolidated interim financial statements of the Company have been prepared in
accordance with GAAP as applied in Canada. In the following respects, GAAP as applied in the
United States differs from that applied in Canada. If United States GAAP were employed, the net
income in each period would be adjusted as follows:

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head --><TR valign="bottom">
    <TD width="80%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>Nine Months Ended</B><HR size="1" noshade></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>September 30,</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>September 30,</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2004</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2003</B><HR size="1" noshade></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>(In thousands of dollars)</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Net income for
the period based on
Canadian GAAP</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">161,202</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">136,490</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Stock-based
compensation (a)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3,178</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Loss on
repayment of
long-term debt (b)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(28,759</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Interest
capitalized (e)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4,477</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4,343</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Amortization
of pre-operating
costs (f)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,232</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Depreciation
expense (h)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(2,720</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(2,226</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Financial
instruments (i)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5,379</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(79,026</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Net income for
the period based on
United States GAAP</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">142,757</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">61,813</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Basic earnings
per share based on
United States GAAP</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1.00</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">0.44</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Diluted
earnings per share
based on United
States GAAP</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">0.99</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">0.44</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Body --></TABLE>
</DIV>



<P align="left" style="font-size: 10pt">The cumulative effect of these adjustments on the consolidated shareholders&#146; equity of the
Company is as follows:

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head --><TR valign="bottom">
    <TD width="80%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>September 30,</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>December 31,</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2004</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2003</B><HR size="1" noshade></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>(In thousands of dollars)</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Shareholders&#146; equity based on Canadian GAAP</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">631,359</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">443,080</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Loss on repayment of long-term debt(b)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(28,759</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#151;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&#147;Pushed down&#148; goodwill(c)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">770,757</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">770,757</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Amortization of goodwill(d)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(248,890</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(248,890</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Interest capitalized(e)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">35,720</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">31,243</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Conversion costs(g)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(3,911</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(3,911</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Accumulated depreciation(h)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(8,219</TD>
    <TD nowrap>)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">(5,499</TD>
    <TD nowrap>)</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Financial instruments(i)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">15,240</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">9,861</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="1" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Shareholders&#146; equity based on United States GAAP</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,163,297</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">996,641</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Body --></TABLE>
</DIV>




<P align="center" style="font-size: 10pt">38
</DIV>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;<B><I>(a)&nbsp;Stock-Based Compensation:</I></B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Under Canadian GAAP, effective January&nbsp;1, 2004, the Company adopted the fair value method
of recognizing stock-based compensation expense. For United States GAAP purposes, the intrinsic
value method is used to account for stock-based compensation. Compensation expense of $3.2&nbsp;million
under Canadian GAAP for the nine months ended September&nbsp;30, 2004 would not be recognized under
United States GAAP. The exercise price of stock options is equal to the market value of the
underlying shares at the date of grant, therefore there is no expense under the intrinsic value
method for United States GAAP purposes for the nine months ended September&nbsp;30, 2004 and 2003.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;<B><I>(b)&nbsp;Loss on Repayment of Long-Term Debt:</I></B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On March&nbsp;26, 2004, the Company repaid long-term debt resulting in a loss on early
repayment of long-term debt of $2.3&nbsp;million. This loss included, among other items, a $40.2&nbsp;million
gain on the realization of the deferred transitional gain related to cross-currency interest rate
exchange agreements which were unwound in connection with the repayment of long-term debt. Under
United States GAAP, the Company records cross-currency interest rate exchange agreements at fair
value. Therefore, under United States GAAP, the deferred transition gain realized under Canadian
GAAP would be reduced by $28.8&nbsp;million, representing the $40.2&nbsp;million gain net of the realization
of a gain of $11.4&nbsp;million, related to the deferred transition adjustment that arose on the
adoption of Statement of Financial Accounting Standards No.&nbsp;133, &#147;Accounting for Derivative
Instruments and Hedging Activities&#148; (&#147;SFAS 133&#148;).



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;<B><I>(c) &#147;Push-down&#148; Accounting:</I></B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Under United States GAAP, purchase transactions that result in an entity becoming a
wholly owned subsidiary establish a new basis of accounting for the entity purchased and its assets
and liabilities. As a result of RCI&#146;s acquisition of 100% of the Company in 1989 for United States
GAAP purposes, the Company must record as an asset in its consolidated financial statements the
amount of goodwill that was recorded on the consolidated financial statements of RCI. As this
acquisition was financed principally by the parent company with proceeds from other asset sales, the
corresponding adjustment for the assets recorded was an increase in shareholders&#146; equity.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;At the time of the acquisition by RCI, Canadian GAAP did not permit a subsidiary company
to alter the historical costs of its assets or liabilities upon it being acquired.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;<B><I>(d)&nbsp;Amortization of Goodwill:</I></B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As a result of the &#147;push-down&#148; accounting described in (c)&nbsp;above, the Company was
required until 2001 to amortize the amount recorded as goodwill under United States GAAP. The
Company had been amortizing this amount under United States GAAP over 40&nbsp;years on a straight-line
basis.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;<B><I>(e)&nbsp;Interest Capitalized:</I></B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;United States GAAP requires capitalization of interest costs as part of the historical
cost of acquiring certain qualifying assets which require a period of time to prepare for their
intended use. This is not required under Canadian GAAP.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;<B><I>(f)&nbsp;Pre-operating Costs:</I></B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Under Canadian GAAP, the Company defers the incremental costs relating to the development
and pre-operating phases of new business, and amortizes these costs on a straight-line basis over
two years. Under United States GAAP, these costs are expensed as incurred.


<P align="center" style="font-size: 10pt">39
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;<B><I>(g)&nbsp;Conversion Costs:</I></B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Under Canadian GAAP, the Company capitalized certain costs incurred to convert data to
its new customer care and billing system. United States GAAP required these costs to be expensed as
incurred.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;<B><I>(h)&nbsp;Accumulated Depreciation:</I></B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As a result of the capitalization of interest to PP&#038;E required under United States GAAP
described in (e)&nbsp;above, additional depreciation on the interest capitalized is recorded under
United States GAAP in subsequent periods. As a result of conversion costs being expensed under
United States GAAP as described in (g)&nbsp;above, depreciation expense is reduced under United States
GAAP in subsequent periods.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;<B><I>(i)&nbsp;Financial Instruments:</I></B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Under Canadian GAAP, the Company accounts for certain of its cross-currency interest rate
exchange agreements as hedges of specific debt instruments. Under United States GAAP, these
instruments are not accounted for as hedges as a result of adopting SFAS 133 effective January&nbsp;1,
2001. Changes in the fair value of the derivative financial instruments reflecting primarily market
changes in foreign exchange rates, interest rates, as well as the level of short-term variable
versus long-term fixed interest rates, are recognized in income immediately. Under United States
GAAP, effective January&nbsp;1, 2001, the Company recorded an increase of $29.2&nbsp;million in the carrying
value of the derivative financial instruments, to a total of $139.9&nbsp;million, and a corresponding
increase in the carrying value of long-term debt. This increase in long-term debt has been recorded
for United States GAAP purposes as a cumulative transition adjustment that is being amortized to
net income over the remaining life of the respective long-term debt.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;<B><I>(j)&nbsp;Statement of Cash Flows:</I></B>



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) Canadian GAAP permits the disclosure of a sub-total of the amount of cash
provided by operations before changes in non-cash working capital items while United States
GAAP does not.




<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) Canadian GAAP permits bank advances to be included in the determination of cash
and cash equivalents while United States GAAP requires that bank advances are included in
financing activities. Under United States GAAP, for the nine months ended September&nbsp;30, 2004,
the increase in cash and cash equivalents of $115.5&nbsp;million would decrease by $4.2&nbsp;million and
the cash flows used for financing activities would increase by $4.2&nbsp;million. The decrease in
cash and cash equivalents of $15.8&nbsp;million for the nine months ended September&nbsp;30, 2003 would
decrease by $5.7&nbsp;million and cash flows used for financing activities would decrease by $5.7
million.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;<B><I>(k)&nbsp;Statement of Comprehensive Income:</I></B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The United States GAAP net income for the nine months ended September&nbsp;30, 2004 and 2003
is the same as comprehensive income for United States GAAP purposes.



<P align="left" style="font-size: 10pt"><B>12. Subsequent Events:</B>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">(a)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>On September&nbsp;30, 2004, the Company mailed an all cash
offer to acquire all of the outstanding equity
interests of Microcell Telecommunications Inc.
(&#147;Microcell&#148;), a Canadian wireless communications
company. The estimated cash cost of the acquisition
will be approximately $1.4&nbsp;billion. Completion of the
transaction is subject to the receipt of certain
regulatory approvals and other conditions. The funding
for this acquisition, if it is completed, will be
comprised of the utilization of the Company&#146;s cash on
hand, drawdowns under the Company&#146;s committed $700.0
million bank credit facility and proceeds from a bridge
loan from RCI of up to $900.0&nbsp;million. The bridge loan
will have a term of up to two years from the date of
drawdown and will be made on an unsecured subordinated
basis. The bridge loan will bear interest at 6% per
annum</TD>
</TR>

</TABLE>
<P align="center" style="font-size: 10pt">40
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt"><TR valign="top" style="font-size: 10pt; color: #textcolor#; background: #bgcolor#">
    <TD width="2%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>and will be prepayable in whole or in part
without penalty. RCI intends to fund the bridge loan
of up to $900.0&nbsp;million using cash on hand, cash
proposed to be received from Rogers Cable in the form
of a return of capital and cash proposed to be
received from Rogers Media in the form of a partial
repayment of an intercompany advance made to Rogers
Media by RCI. Each of Rogers Cable and Rogers Media
will make drawdowns under their committed bank credit
facilities to fund the cash transfers to RCI.</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">(b)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>On October&nbsp;8, 2004 the Company and its bank lenders
entered into an amending agreement to the Company&#146;s
$700.0&nbsp;million bank credit facility that provided
among other things, for a two year extension to the
maturity date and the reduction schedule so that the
bank credit facility now reduces by $140&nbsp;million on
each of April&nbsp;30, 2008 and April&nbsp;30, 2009 with the
maturity date on April&nbsp;30, 2010. The provision for
early maturity in the event that the Company&#146;s 10 1/2%
senior secured notes due 2006 are not repaid (by
refinancing or otherwise) on or prior to December&nbsp;31,
2005 has been eliminated. In addition, certain
financial ratios to be maintained on a quarterly
basis have been made less restrictive, the
restriction on the annual amount of PP&#038;E expenditures
has been eliminated and the restriction on the
payment of dividends and other shareholder
distributions has been eliminated other than in the
case of a default or event of default under the terms
of the bank credit facility.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">(c)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>On October&nbsp;13, 2004, RCI announced the completion of
its purchase of the 48,594,172 Class&nbsp;B Restricted
Voting shares of the Company owned by JVII General
Partnership (&#147;JVII&#148;), a partnership owned by AWE, for
a cash price of C$36.37 per share for a total of
approximately $1,767&nbsp;million. The number of Class&nbsp;B
Restricted Voting shares purchased reflects the
conversion of the Class&nbsp;A Multiple Voting shares
owned by JVII to such Class&nbsp;B shares upon closing.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>With the completion of the purchase, RCI
beneficially owns 64,911,816 Class&nbsp;B Restricted
Voting shares, representing approximately 80.9% of
the issued and outstanding Class&nbsp;B Restricted Voting
 shares, and 62,820,371 Class&nbsp;A Multiple Voting
 shares, representing 100% of the issued and
outstanding Class&nbsp;A Multiple Voting shares, and which
combined represent a total ownership position of
approximately 89.3% of the total issued and
outstanding shares of both classes of such shares of
the Company.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>RCI funded the approximate C$1,767&nbsp;million cash
purchase price of the 48.6&nbsp;million shares of the
Company through a C$1,750&nbsp;million secured bridge
financing facility of up to two years with a group of
Canadian financial institutions. The facility
stipulates mandatory repayments, subject to certain
exceptions, from the incurrence of debt or equity of
RCI or the Company.</TD>
</TR>

</TABLE>

<P align="left" style="font-size: 10pt"><B>13</B>. <B>Contingent Liabilities:</B>

<P align="left" style="font-size: 10pt">On August&nbsp;9, 2004, a proceeding under the Class&nbsp;Actions Act (Saskatchewan) was brought against
the Company and other providers of wireless communications services in Canada. The proceeding
involves allegations by wireless customers of breach of contract, misrepresentation and false
advertising. The plaintiffs seek unquantified damages from the defendant wireless

<P align="center" style="font-size: 10pt">41
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt">communications service providers. The Company believes it has good defences to the
allegations. The proceeding has not been certified as a class action and it is too early to
determine whether the proceeding will qualify for certification as a class action.






<P align="left" style="font-size: 10pt"><B>About the Company:</B>

<P align="left" style="font-size: 10pt">Rogers Wireless Communications Inc. (TSX: RCM.B; NYSE: RCN) operates Canada&#146;s largest
integrated wireless voice and data network, providing advanced voice and wireless data solutions to
customers from coast to coast on its GSM/GPRS network, the world standard for wireless
communications technology. The Company has over 4.2&nbsp;million customers, and has offices in Canadian
cities across the country. Rogers Wireless Communications Inc. is approximately 89% owned by Rogers
Communications Inc.






<P align="left" style="font-size: 10pt"><B>For Further Information (Investment Community):</B>


<P align="left" style="font-size: 10pt">Bruce M. Mann, 416.935.3532, bruce.mann@rci.rogers.com<BR>
Eric A. Wright, 416.935.3550, eric.wright@rci.rogers.com


<P align="left" style="font-size: 10pt"><B>For Further Information (Media):</B>


<P align="left" style="font-size: 10pt">Heather Armstrong, 416.935.6379, heather.armstrong@rci.rogers.com


<P align="left" style="font-size: 10pt"><B>Quarterly Investment Community Conference Call:</B>

<P align="left" style="font-size: 10pt">As previously announced, a live Webcast of the quarterly results conference call with the
investment community will be broadcast via the Internet at www.rogers.com/webcast beginning at
10:00&nbsp;a.m. ET on October&nbsp;26, 2004. A re-broadcast of this call will be available on the Webcast
Archive page of the Investor Relations section of www.rogers.com for a period of at least two weeks
following the call.



<P align="center" style="font-size: 10pt"><I># # #</I>



<P align="center" style="font-size: 10pt">42
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<P align="left"><FONT size="2"><B>Rogers Wireless Communications Inc.</B>
</FONT>



<P align="left"><FONT size="2">2003 MANAGEMENT&#146;S DISCUSSION AND ANALYSIS
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This discussion should be read in conjunction with the audited
Consolidated Financial Statements and Notes thereto for 2003. The financial
information presented herein has been prepared on the basis of Canadian
generally accepted accounting principles (&#147;GAAP&#148;). Please refer to Note 18 to
the Consolidated Financial Statements for a summary of differences between
Canadian and United States (&#147;U.S.&#148;) GAAP.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Throughout this discussion, percentage changes are calculated using
numbers rounded to the decimal to which they appear. All dollar amounts are in
Canadian dollars unless otherwise indicated.
</FONT>


<P align="left"><FONT size="2">CAUTION REGARDING FORWARD-LOOKING STATEMENTS
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This Management&#146;s Discussion and Analysis includes forward-looking
statements concerning the future performance of the business of Rogers Wireless
Communications Inc. (&#147;Rogers Wireless&#148; or the &#147;Company&#148;), its operations and
its financial performance and condition. When used in this Management&#146;s
Discussion and Analysis, the words &#147;believe&#148;, &#147;anticipate&#148;, &#147;intend&#148;,
&#147;estimate&#148;, &#147;expect&#148;, &#147;project&#148; 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. The Company cautions that all forward-looking information
is inherently uncertain and actual results may differ materially from the
assumptions, estimates or expectations reflected or contained in the
forward-looking information, and that actual future performance will be
affected by a number of factors, including economic conditions, technological
change, regulatory change and competitive factors, many of which are beyond its
control. Therefore, future events and results may vary significantly from what
the Company currently foresees. The Company is under no obligation (and
expressly disclaims any such obligation) to update or alter the forward-looking
statements whether as a result of new information, future events or otherwise.
For a more detailed discussion of factors that may affect actual results, see
&#147;Operating Risks and Uncertainties&#148; below.
</FONT>



<P align="left"><FONT size="2">OVERVIEW
</FONT>

<P align="left"><FONT size="2"><I>Company</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Rogers Wireless is a leading Canadian wireless communications service
provider serving over 4.0&nbsp;million customers at December&nbsp;31, 2003, including
approximately 3.8&nbsp;million wireless voice and data subscribers and approximately
241,000 one-way messaging subscribers. The Company operates both a Global
System for Mobile Communications/General Packet Radio Service (&#147;GSM/GPRS&#148;)
network and a seamless integrated Time Division Multiple Access (&#147;TDMA&#148;) and
analog network. The GSM/GPRS network provides coverage to approximately 93% of
Canada&#146;s population. The seamless TDMA and analog network provides coverage to
approximately 85% of Canada&#146;s population in digital mode, and approximately 93%
of Canada&#146;s population in analog mode. Rogers Wireless estimates that its 3.8
million wireless voice and data subscribers represent approximately 12.9% of
the Canadian population residing in its coverage area.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Subscribers
to the Company's wireless services have access to these services
throughout the United States through our agreements with AT&#038;T Wireless
Services, Inc. (AT&#38;T Wireless or AWE) and other U.S. operators. The Company's subscribers also have access to
international service in over 110 countries, including throughout Europe and
Asia, through roaming agreements with other wireless communication providers.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;At
December&nbsp;31, 2003, Rogers Communications Inc. (&#147;RCI&#148;
or &#147;Rogers&#148;), directly and
indirectly, beneficially owned or controlled 62,820,371 Class&nbsp;A Multiple Voting
Shares of the Company, representing 69.4% of the issued and outstanding Class&nbsp;A
Multiple Voting Shares, and 16,317,644 Class&nbsp;B Restricted Voting Shares of the
Company, representing 31.7% of the issued and outstanding Class&nbsp;B Restricted
Voting Shares, which together represented 67.4% of the total votes attached to
all voting shares of the Company currently issued and outstanding. At December
31, 2003, AWE indirectly beneficially owned or controlled 27,647,888 Class&nbsp;A
Multiple Voting Shares, representing 30.6% of the issued and outstanding Class
A Multiple Voting Shares, and 20,946,284 Class&nbsp;B Restricted Voting Shares,
representing 40.7% of the issued and outstanding Class&nbsp;B Restricted Voting
Shares, which together represented 31.1% of the total votes attached to all
voting shares of the Company currently issued and
</FONT>

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<P align="center"><FONT size="2"><I>2</I></FONT>
<P align="left"><FONT size="2">outstanding. The remaining 14,166,250 Class&nbsp;B Restricted Voting Shares,
representing 27.5% of the issued and outstanding Class&nbsp;B Restricted Voting
Shares and 1.5% of the total votes on selected matters, are publicly held. The
Class&nbsp;B Restricted Voting Shares are entitled to vote on all matters other than
the appointment of the auditors and generally on the election of directors.
The Class&nbsp;B Restricted Shares are entitled to elect three directors, voting
separately as a class. As a percentage of the total number of shares of the
Company currently issued and outstanding, at December&nbsp;31, 2003, the Company was
55.8% owned by RCI and 34.2% owned
by AWE, with the balance publicly held.
</FONT>

<P align="left"><FONT size="2"><I>Products and Services</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company offers wireless voice, data and messaging services across
Canada. Wireless voice services are available in either postpaid or prepaid
payment options. In addition, the Company&#146;s GSM/GPRS network provides customers
with advanced high-speed wireless data services, including mobile access to the
Internet, e-mail, digital picture transmission and two-way short messaging
service (&#147;SMS&#148;).
</FONT>

<P align="left"><FONT size="2"><I>Distribution Network</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company markets its services through an extensive national network of
over 7,000 dealer and retail locations across Canada, which include
approximately 2,500
locations selling handsets and prepaid cards and an
additional approximate 4,500
locations selling the prepaid cards. The Company&#146;s nationwide distribution
network includes an independent dealer network, Rogers AT&#038;T Wireless stores and
kiosks, major retail chains, such as RadioShack Canada Inc., Future Shop Ltd.
and Best Buy Canada, and convenience stores. The Company also offers many of
its products and services through a retail agreement with Rogers Video, which
is a division of Rogers Cable Inc. (&#147;Rogers Cable&#148;), a subsidiary of RCI, that
had 279 locations across Canada at December&nbsp;31, 2003. The Company also offers
products and services and customer service on its e-business Web site,
www.rogers.com.
</FONT>

<P align="left"><FONT size="2"><I>Wireless </I>Networks
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company is a facilities-based carrier operating its wireless networks
over a broad, national coverage area with an owned and leased fibre-optic and
microwave transmission infrastructure. The seamless, integrated nature of
Rogers Wireless&#146; networks enables subscribers to make and receive calls and to
activate network features anywhere in the Company&#146;s coverage area and in the
coverage area of its roaming partners as easily as if they were in their home
area.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In June 2002, the Company completed the deployment of its digital wireless
GSM/GPRS network overlay in the 1900 megahertz (&#147;MHz&#148;) frequency bands. This
coverage reaches 93% of the Canadian population. During 2003, the Company also completed the deployment of GSM/GPRS technology
operating in the 850 MHz spectrum across its national footprint, which expanded
the network capacity, enhanced the quality of the GSM/GPRS network and enabled
the Company to operate seamlessly between the two frequencies. The Company&#146;s
GSM/GPRS network provides high-speed integrated voice and &#147;always on&#148; packet
data transmission service capabilities.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In late 2003, the Company began trials of Enhanced Data Rates for GSM
Evolution (&#147;EDGE&#148;) technology in the Vancouver, British Columbia market.
Accomplished by the installation of a network software upgrade, EDGE more than
triples the wireless data transmission speeds available on the Rogers Wireless
network. The Company intends to begin deploying EDGE across its national
GSM/GPRS network during 2004.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company&#146;s integrated TDMA and analog network is operationally seamless
in GSM/GPRS and TDMA digital functionality between the 850 MHz and
1900 MHz
frequency bands, and between TDMA digital and analog modes at 850 MHz.
</FONT>

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<P align="center"><FONT size="2"><I>3</I></FONT>



<P align="left"><FONT size="2">COMPANY STRATEGY
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company seeks to achieve profitable growth within the Canadian
wireless communications industry. The Company&#146;s strategy is designed to
maximize its cash flow, as defined below, and return on investment. The key elements of the
Company&#146;s strategy are as follows:
</FONT>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">focusing on data services that are attractive to youth and small and
medium size businesses to optimize its customer mix;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">delivering on customer expectations by improving handset reliability,
network quality and customer service while reducing subscriber
deactivations, or churn;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">increasing revenue from existing customers by utilizing analytical
tools to target customers likely to purchase optional services such as
voicemail, calling line ID, text messaging and wireless internet;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">enhancing its sales distribution
channels to increase its focus on youth and
business customers;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">maintaining a technologically advanced, high quality and pervasive
network by improving the quality of its GSM/GPRS network and increasing
capacity; and</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">leveraging its relationships with the Rogers group of companies to
provide bundled product and service offerings at attractive prices,
in addition to cross-selling, joint sales distribution and cost reduction initiatives through infrastructure sharing.</FONT></TD>
</TR>
</TABLE>




<P align="left"><FONT size="2">KEY PERFORMANCE INDICATORS
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company measures the success of its strategies using a number of key
performance indicators, which are outlined below. The following key
performance indicators are not measurements in accordance with Canadian or U.S.
GAAP and should not be considered as an alternative to net income or any other
measure of performance under Canadian or U.S. GAAP.
</FONT>

<P align="left"><FONT size="2"><I>Subscriber Counts</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company determines the number of subscribers of its services based on
active subscribers. When subscribers are deactivated either voluntarily or
involuntarily for non-payment, they are considered to be deactivations in the
period the services are discontinued. Generally, each telephone number
represents one subscriber. Prepaid subscribers are considered active for a
period of six months from the date of their last revenue-generating usage.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In the first quarter of 2003, the Company introduced enhanced reporting
classification for stratifying subscriber and revenue categories, which more
clearly reflects the emergence of data products and integrated voice and data
devices. Concurrently, the Company changed its classification of subscribers
of certain resale two-way messaging arrangements for reporting purposes. The
previous period&#146;s subscriber and revenue categories have been reclassified to
conform to this current presentation. The Company now reports subscribers and
revenues in three categories: postpaid, prepaid and one-way messaging.
Postpaid includes voice-only and data-only subscribers, as well as subscribers
with service plans integrating both voice and data. In addition, the Company
previously reported resale two-way messaging subscribers as individual
subscribers. However, with roaming capabilities on data networks, it is
increasingly difficult to determine if these resale two-way messaging customers
are permanently resident on the Company&#146;s data network or are transient roamers
temporarily utilizing the Company&#146;s network. Accordingly, only those data
subscribers that are known to be permanently resident on the Company&#146;s network
will be treated as subscribers. These enhancements to the classification of
subscriber and revenue categories had no impact on the reporting total
revenues, expenses or operating profit in the current or previous periods.
</FONT>

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<P align="center"><FONT size="2"><I>4</I></FONT>
<P align="left"><FONT size="2"><I>Subscriber Churn</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Subscriber churn is calculated on a monthly basis. For any particular
month, subscriber churn represents the number of subscribers deactivating in
the month divided by the aggregate number of subscribers at the beginning of

the month. When used or reported for a period greater than one month,
subscriber churn represents the monthly average of the subscriber churn for the
period.
</FONT>

<P align="left"><FONT size="2"><I>Network Revenue</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Network revenue is total revenue less revenue received from the sale of
equipment. The sale of such equipment does not materially affect the Company&#146;s
operating income as the Company generally sells equipment to its distributors
at a price approximating cost to facilitate competitive pricing at the retail
level. Accordingly, the Company believes that network revenue is a more
relevant measure of its ability to increase its operating profit as
defined below.
</FONT>

<P align="left"><FONT size="2"><I>Average Revenue per User (&#147;ARPU&#148;)</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The average revenue per user is calculated on a monthly basis. For any
particular month, ARPU represents monthly network revenue divided by the
average number of subscribers during the month. ARPU, when used in connection
with a particular type of subscriber, represents monthly network revenue
generated from these customers divided by the average number of these
subscribers during the month. When used or reported for a period greater than
one month, ARPU represents the monthly average of the ARPU calculations for each of the
months in the period. The Company believes ARPU helps indicate whether the
Company has been successful in attracting and retaining higher usage
subscribers.
</FONT>

<P align="left"><FONT size="2"><I>Operating Expenses</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Operating expenses are segregated into four categories for assessing business performance:
</FONT>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">cost of equipment sales;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">sales and marketing expenses, which represent
the costs to acquire new subscribers in a subscription-based business and
include items such as commissions paid to third parties for new activations, remuneration and benefits to sales and
marketing employees, as well as direct overheads related to these
activities;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">operating, general and administrative expenses, which include all
other expenses incurred to operate the business on a day-to-day
basis, service existing subscription relationships, including
retention costs and inter-carrier
payments to roaming partners and long-distance carriers and the Canadian
Radio-television and Telecommunications Commission (&#147;CRTC&#148;) contribution
levy; and</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">management fees paid to RCI.</FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In the wireless communications industry in Canada, the demand for services
continues to grow and the variable costs, such as
commissions for subscriber activations, as well as the fixed costs of acquiring
new subscribers are significant. Fluctuations in the number of activations of
new subscribers from period to period and the seasonal nature of the Company&#146;s
subscriber additions result in fluctuations in sales and marketing expenses.
</FONT>

<P align="left"><FONT size="2"><I>Cost of Acquisition per Subscriber</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Cost of acquisition per subscriber (&#147;COA&#148;), which is also often referred
to in the wireless communications industry as &#147;subscriber acquisition cost&#148; or
&#147;cost per gross addition&#148;, is calculated by dividing total sales and marketing
expenses plus costs related to equipment provided to existing
subscribers for the period by the total number of
gross subscriber activations. Subscriber activations include postpaid and prepaid
voice and data activations and one-way messaging activations. COA, as it
relates to a particular activation, generally is in direct proportion to the
level of ARPU and term of a subscriber&#146;s contract.
</FONT>

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<P align="center"><FONT size="2"><I>5</I></FONT>
<P align="left"><FONT size="2"><I>Operating Expense per Subscriber</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Operating expense per subscriber, expressed as a monthly average, is
calculated by dividing total operating, general and administrative
expenses, plus costs related to equipment provided to existing
subscribers and management fees paid to RCI by the average number of subscribers during
the period. Operating expense per subscriber is tracked as a measure of the
Company&#146;s ability to leverage its operating cost structure across a growing
subscriber base, and the Company believes that it is an important measure of
its ability to achieve the benefits of scale as it increases its business.
</FONT>

<P align="left"><FONT size="2"><I>Operating Profit and Operating Profit Margin</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Company defines operating profit as net income before
depreciation and amortization, interest expense, income taxes and
non-operating items which include foreign exchange gain (loss) and
investment and other income and the 2002 net recovery related to the
change in estimates of sales tax and CRTC contribution liabilities. Operating profit is a standard
measure used in the communications industry to assist in understanding and
comparing operating results and is often referred to by the Company&#146;s
competitors as EBITDA (earnings before interest, taxes, depreciation and
amortization) or OIBDA (operating income before depreciation and
amortization). The Company believes this is an important measure as it allows
the Company to assess its ongoing businesses without the impact of depreciation
or amortization expenses as well as non-operating factors. It is intended to
indicate the Company&#146;s ability to incur or service debt, invest in property,
plant and equipment (&#147;PP&#038;E&#148;) and allow the Company to compare itself to its
competitors who have different capital or organizational structures. This
measure is not a defined term under GAAP.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company calculates operating profit margin by dividing operating
profit by network revenue. Network revenue is used in the calculation, instead
of total revenue, because network revenue excludes the impact of the sale of
equipment, which is generally sold at a price that approximates cost to
facilitate competitive pricing at the retail level.
</FONT>

<P align="left"><FONT size="2"><I>Additions to PP&#038;E</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;PP&#038;E expenditures include those costs associated with acquiring and
placing into service the Company&#146;s PP&#038;E. Because the wireless communications
business requires extensive and continual investment in equipment, including
investment in new technologies and expansion of geographical reach and
capacity, additions to PP&#038;E are significant and management focuses continually
on the planning, funding and management of these expenditures. The Company
focuses more on managing additions to PP&#038;E than it does on managing
depreciation and amortization expense because additions to PP&#038;E
have a more direct impact on the
Company&#146;s cash flow whereas depreciation and amortization are non-cash
accounting measures required under GAAP.
</FONT>
 <P align="left" style="font-size: 10pt"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Additions to PP&#038;E included in the Consolidated Statement of Cash Flows comprise additions to PP&#038;E on a cash basis.
The additions to PP&#038;E based on the accrual basis represent
PP&#038;E that we actually took title to in the period. Accordingly, for
purposes of comparing our PP&#038;E outlays, we believe that additions to PP&#038;E on the accrual basis best reflect our cost of PP&#038;E in a period,
and provides a more accurate determination for period-to-period comparisons. Our discussions of additions to PP&#038;E as found in the
sections titled &#147;Additions to PP&#038;E&#148; are based on the
accrual basis.</FONT>


<P align="left"><FONT size="2">SEASONALITY
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company&#146;s operating results are subject to seasonal fluctuations that
materially impact quarter-to-quarter operating results. Accordingly, one
quarter&#146;s operating results are not necessarily indicative of what a subsequent
quarter&#146;s operating results will be. In particular, this seasonality generally
results in relatively lower fourth quarter operating profits due primarily to
increased marketing and promotional expenditures and relatively higher levels
of subscriber additions, resulting in higher subscriber acquisition and
activation-related expenses. Seasonal fluctuation also typically occurs in the
third quarter of each year because higher usage and roaming result in higher
network revenue and operating profit.
</FONT>

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<P align="center"><FONT size="2"><I>6</I></FONT>




<P align="left"><FONT size="2">RECENT WIRELESS INDUSTRY TRENDS
</FONT>

<P align="left"><FONT size="2"><I>Focus on Customer Retention</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The wireless communications industry&#146;s current market penetration in
Canada is approximately 42% of the population, compared to
approximately 54% in the U.S.
and approximately 87% in the United Kingdom, and the Company expects
the Canadian Wireless industry to grow by 3 to 4
percentage points each year.
While this will produce growth, the growth is slowing compared to
historical levels. Such slowing growth has been, and will continue, driving
the increased focus on customer satisfaction, the sale to customers of new
data and voice service features and, primarily, customer retention. Due to
legislation in the U.S. and other countries regarding local number portability
and the speculation that this approach will be adopted by Canadian regulators,
customer satisfaction and retention will become even more critical in the
future.
</FONT>

<P align="left"><FONT size="2"><I>Demand for Sophisticated Data Applications and Migration to Next
Generation Wireless Technology</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The ongoing development of wireless data transmission technologies has led
manufacturers to create wireless devices with increasingly advanced
capabilities, including access to e-mail and other corporate information
technology platforms, news, sports, financial information and services,
shopping services, and other functions. Increased demand for sophisticated
wireless services, especially data communications services, has led wireless
providers to migrate towards the next generation of digital voice and data
networks. These networks are intended to provide wireless communications with
wireline quality sound, far higher data transmission speeds and streaming video
capability. These networks are expected to support a variety of data
applications, including high-speed Internet access, multimedia services and
seamless access to corporate information systems, such as e-mail and purchasing
systems. As discussed above, the Company began trials of EDGE technology in the Vancouver market late in 2003 and intends to
begin deploying EDGE across the remainder of its national GSM/GPRS network
during 2004.
</FONT>

<P align="left"><FONT size="2"><I>Development of Additional Technologies</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The development of additional technologies and their use by consumers may
accelerate the widespread adoption of 3G digital voice and data networks. One
such example is WiFi, which allows suitably equipped devices, such as laptop
computers and personal digital assistants, to connect to a wireless access
point. The wireless connection is only effective within a range of
approximately 100 meters and at theoretical speeds of up to 54 megabits per
second. To address these limitations, WiFi access points must be placed
selectively in high-traffic locations where potential customers frequent and
have sufficient time to use the service. Technology companies are currently
developing additional technologies designed to improve WiFi and otherwise
utilize the higher data transmission speeds found in a third generation
(&#147;3G&#148;) network. Future
enhancements to the range of WiFi service, and the networking of WiFi access
points may provide additional opportunities for mobile wireless operators to
deploy hybrid high-mobility 3G and limited-mobility WiFi networks, each
providing capacity and coverage under the appropriate circumstances.


</FONT>



<P align="left"><FONT size="2">OVERVIEW OF GOVERNMENT REGULATION AND REGULATORY DEVELOPMENTS
</FONT>

<P align="left"><FONT size="2"><I>Canadian Radio-television and Telecommunications Commission</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Canadian wireless service providers, including the Company, are regulated
by the CRTC pursuant to and in accordance with requirements of the
Telecommunications Act (Canada) (the &#147;Act&#148;). Under the Act, the CRTC regulates
all telecommunications common carriers in Canada that provide or participate in
a communications system, including mobile voice and data and paging service
providers.
</FONT>

<P align="left"><FONT size="2"><I>Industry Canada</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The awarding of spectrum and licences for mobile voice and data services
in Canada is under the jurisdiction of Industry Canada, a department of the
Government of Canada. Industry Canada is responsible for telecommunications
policy in Canada and has specific jurisdiction under the Radiocommunication Act
(Canada) to establish radio licencing policy and award radio licences for radio
frequencies, which are required to operate wireless communications systems.
</FONT>

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<P align="center"><FONT size="2"><I>7</I></FONT>

<P align="left"><FONT size="2"><I>Restrictions on Non-Canadian Ownership and Control</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the Act and associated regulations, up to 20% of the voting
shares of a Canadian carrier, such as the Company&#146;s operating subsidiary,
Rogers Wireless Inc. (&#147;RWI&#148;), and up to 33 1/3% of the voting shares of a
parent company, such as the Company or RCI, may be held by non-Canadians,
provided that neither the Canadian carrier nor its parent is otherwise
controlled by non-Canadians. Similar restrictions are contained under the
Radiocommunication Act. In April 2003, the House of Commons Industry Committee
released a report calling for the removal of foreign ownership restrictions for
telecommunications carriers and broadcasting distribution undertakings. In
June 2003, the House of Commons Heritage Committee released a report opposing
the Industry Committee&#146;s recommendation. The Cabinet responded to the Industry
Committee report in September 2003 and to the Heritage Committee report in
November 2003. Officials from the Heritage and Industry departments will
convene to reconcile the two positions. By the spring of 2004, the Government
of Canada intends to be in a position to examine possible solutions. Rogers
Wireless supports the recommendation calling for the removal of foreign
ownership restrictions but cannot predict the nature or timing of changes that
might result.
</FONT>

<P align="left"><FONT size="2"><I>Contribution Funding Mechanism</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In November 2000, the CRTC released a decision that fundamentally altered
the mechanism used by the CRTC to collect &#147;contributions&#148; to subsidize the
provision of basic local wireline telephone service. Previously, the
contribution was levied on a per minute basis on long-distance services. Under
the new contribution regime, which became effective January&nbsp;1, 2001, all
telecommunications service providers, including wireless service providers such
as the Company, are required to contribute a percentage of their adjusted
Canadian telecommunications service revenues to a fund established to subsidize
the provision of basic local service. The percentage contribution levy was
4.5% in 2001 and 1.3% for 2002. In 2003, an interim rate of 1.3% was set and
in December 2003 the final rate was reduced to 1.1%, retroactive to January&nbsp;1,
2003. The interim rate for 2004 has been set at 1.1% and the final rate for
2004 will not likely be set until December 2004. The final rate for 2004 would
likely be retroactive to January&nbsp;1, 2004. Refer to the &#147;Operating Risks and
Uncertainties&#150;CRTC Revenue-Based Contribution Scheme&#148; section for further
information on the CRTC contribution levy.
</FONT>

<P align="left"><FONT size="2"><I>Spectrum Fee Assessment Revision</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Late in 2002, Industry Canada released a consultation paper proposing a
new methodology for calculating spectrum fee assessments (excluding auction
spectrum). Spectrum fees are currently assessed on a per radio channel basis in
the case of 850 MHz spectrum, and a per site basis for 1.9 GHz spectrum. The
new regime proposes an annual cost per MHz per population for both frequency
ranges, and, as a result, fees will be based on the amount of spectrum held by
the carrier, regardless of the degree of deployment or the number of sites. The
final rate established by Industry Canada in December 2003 is considerably
lower than the rate initially proposed. The new rates come into effect on April
1, 2004. As a result of the new methodology, there is a nominal increase in
annual spectrum fees for Rogers Wireless that will be phased in over a
seven-year period to 2011.
</FONT>

<P align="left"><FONT size="2"><I>Spectrum Licence Issues</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Late in 2003, Industry Canada released a policy document regarding a
number of spectrum issues, including a discussion on the existing spectrum cap,
spectrum allocations for 3G networks and possible timing of a 3G spectrum
auction. Industry Canada has proposed a possible spectrum auction date of 2005
to 2006 for this spectrum. The FCC is expected to auction similar spectrum in
the 2004 to 2005 period. The Company expects that Industry Canada will follow
the spectrum allocation of the FCC and will likely proceed with the auction in
the 2005 to 2006 timeframe. A final determination on these matters is not
expected until late 2004.
</FONT>

<P align="left"><FONT size="2"><I>Fixed Wireless Spectrum Auction</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Industry
Canada announced its intention to auction one block of 30&nbsp;MHz
of spectrum in the 2,300&nbsp;MHz band as well as three blocks of
50&nbsp;MHz of spectrum
and one block of 25&nbsp;MHz of spectrum in the 3,500&nbsp;MHz band.
The auction was completed
on February&nbsp;16, 2004. There were over 172 geographic licence areas in Canada for
each available block. Successful bidders for the spectrum had
</FONT>

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<P align="center"><FONT size="2"><I>8</I></FONT>
<P align="left"><FONT size="2">flexibility in determining the services to be offered and the technologies
to be deployed in the spectrum. Industry Canada expects that the spectrum will
be used for point-to-point or point-to-multi-point broadband services. Rogers
Wireless participated in this spectrum auction and as a
result, have committed to acquire 33&nbsp;blocks of Spectrum in
various license areas for an aggregate bid price of $5.9&nbsp;million.
</FONT>



<P align="left"><FONT size="2">COMPETITION
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;At the end of 2003, the highly competitive Canadian wireless industry had
approximately 13.4&nbsp;million wireless subscribers. Competition for wireless
subscribers is based on price, scope of services, service coverage, quality of
service, sophistication of wireless technology, breadth of distribution,
selection of equipment, brand and marketing.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In the wireless voice and data market, the Company competes primarily with
three other wireless service providers, and the Company may in the future
compete with other companies including resellers using existing or emerging wireless technologies
such as WiFi or &#147;hotspots&#148;. Wireless messaging (or one-way paging) also
competes with a number of local and national paging providers.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In 2003, one of the Company&#146;s competitors, Microcell Telecommunications
Inc. (&#147;Microcell&#148;), which operates under the &#147;Fido&#148; brand, restructured its
business and financing pursuant to the Companies&#146; Creditors Arrangement Act
(Canada) and has emerged from court protection with a significantly reduced
debt load. This recapitalization may permit Microcell to compete in the market
more vigorously than it had prior to its restructuring.
</FONT>



<P align="left"><FONT size="2">INTERCOMPANY AND RELATED PARTY TRANSACTIONS
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;From time to time, the Company enters into agreements with RCI, RCI&#146;s
subsidiaries and other related parties that the Company believes are mutually
advantageous to the Company and its affiliates. In addition, the Company has
entered into a reciprocal roaming arrangement and other agreements related to
the marketing and delivery of wireless services with AWE, one of the Company&#146;s
significant shareholders.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company&#146;s arrangements with RCI include a management services
agreement under which the Company receives a range of management services,
including strategic planning, financial and information technology services.
The Company also maintains contractual relationships with RCI involving other
cost sharing and services agreements. In late 2001, RCI began providing
customer service call centre services thereby expanding the contractual
relationships between the companies. In January 2003, RCI began managing the
collection of accounts receivable of the Company.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company is also a party to agreements with Rogers Cable and Rogers
Media. With Rogers Cable, the Company has agreed to provide sales and
distribution services for certain of the products and services of Rogers Cable.
Rogers Cable also distributes the Company&#146;s products and services through
Rogers Video. With Rogers Media, the Company purchases advertising at
discounted rates.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company monitors its intercompany and related party agreements to
ensure that the agreements remain beneficial to the Company. The Company is
continually evaluating the expansion of existing arrangements and entry into
new contracts.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;See &#147;Intercompany and Related Party Transactions&#148; below.
</FONT>



<P align="left"><FONT size="2">CRITICAL ACCOUNTING POLICIES
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Management&#146;s Discussion and Analysis of Operating Results and Financial
Position is made with reference to the Company&#146;s Consolidated Financial
Statements and Notes thereto, which have been prepared in accordance with
Canadian GAAP. The preparation of these financial statements requires
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and the disclosure of contingent assets and
liabilities at the date of the Company&#146;s financial statements and the reported
amount of revenues and expenses during the period. These estimates are based
on management&#146;s historical experience and various other assumptions that are
believed to be reasonable under the circumstances, the results of which form
the basis for making judgments about the reported amounts of
revenues, expenses, assets and
liabilities that are not readily apparent from other sources. Actual results
could differ from these estimates.
</FONT>

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<P align="center"><FONT size="2"><I>9</I></FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company has identified the accounting policies outlined below as
critical to its business operations and an understanding of its results of
operations. The impact and any associated risks related to these policies on
its business operations are discussed throughout this Management&#146;s Discussion
and Analysis.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Audit Committee reviews the Company&#146;s accounting policies. The Audit
Committee also reviews all quarterly and annual filings and recommends adoption
of the Company&#146;s annual financial statements to the Company&#146;s Board of
Directors. For a detailed discussion on the application of these and other
accounting policies, which are reviewed by the Company&#146;s Audit Committee, see

Note 2 to the Consolidated Financial Statements
</FONT>

<P align="left"><FONT size="2"><I>Revenue Recognition</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company considers revenues to be earned as services are performed,
provided that ultimate collection is reasonably assured at the time of
performance. The Company&#146;s revenues are categorized into the following types:
</FONT>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">monthly recurring subscriber fees in connection with wireless
services and equipment are recorded as revenue on a pro-rata basis over
the month;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">revenue from the sale of wireless airtime, wireless long-distance and
other services are recorded as the services are provided; and</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">revenue from the sale of equipment is recorded when the equipment is
delivered and accepted by the independent dealer or customer.
Equipment subsidies provided to new and existing subscribers are
recorded as a reduction of revenues.</FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Unearned revenue represents amounts received from subscribers related to
services to be provided in future periods.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Effective
January 1, 2004, we adopted new accounting standards regarding the
timing of revenue recognition and the classification of certain items
as revenue or expense. See &#147;- Recent Accounting Developments -
Revenue Recognition&#148;.</FONT>

<P align="left"><FONT size="2"><I>Allowance for Doubtful Accounts</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A significant portion of the Company&#146;s revenues are earned from selling on
credit to business and consumer subscribers. The allowance for doubtful
accounts, as disclosed on the Balance Sheet of the Consolidated Financial
Statements, is calculated by taking into account factors such as the Company&#146;s
historical collection and write-off experience, the number of days the
subscriber is past due and the status of a subscriber&#146;s account with respect to
whether or not the subscriber is continuing to receive service. As a result,
fluctuations in the aging of subscriber accounts will directly impact the
reported amount of bad debt expense. For example, events or circumstances that
result in a deterioration in the aging of subscriber accounts will in turn
increase the amount of bad debt expense. Conversely, as circumstances improve
and subscriber accounts are brought current, the reported amount of bad debt
expense will decline.
</FONT>

<P align="left"><FONT size="2"><I>Subscriber Acquisition Costs</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company operates within a highly competitive industry and generally
incurs significant costs to attract new subscribers. All sales and marketing

expenditures related to subscriber acquisitions, such as commissions and
equipment subsidies, are expensed at the time of activation of the subscriber.
A large percentage of the subscriber acquisition costs, such as equipment
subsidies and commissions, are variable in nature and directly related to the
acquisition of a subscriber. In addition, subscriber acquisition costs on a
per subscriber acquired basis fluctuate based on the success of promotional
activity and seasonality of the business. Accordingly, if the Company
experiences significant growth in subscriber activations during a period,
expenses for that period will increase.
</FONT>

<P align="left"><FONT size="2"><I>Costs of Subscriber Retention</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In keeping with the practice of expensing costs related to the acquisition
of new subscribers at the time of activation, costs related to subscriber
retention and contract renewals are expensed in the period incurred. In addition, the Company pays certain distributors a monthly percentage of
subscriber revenues for customer service and retention activities. Increased
retention activities in a given period will, in turn, increase expense in the
same period.
</FONT>

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<P align="center"><FONT size="2"><I>10</I></FONT>

<P align="left"><FONT size="2"><I>Capitalization of Direct Labour and Overhead</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As outlined in the recommendations of the Canadian Institute of Chartered
Accountants (&#147;CICA&#148;) with respect to PP&#038;E, capitalization of costs includes the
consideration expended to acquire, construct, develop or better an item of PP&#038;E
and includes all costs directly attributable to the acquisition, construction,
development or betterment of the assets. The cost of an item of PP&#038;E includes
direct construction or software development costs, such as materials and
labour, and overhead costs directly attributable to the construction or
software development activity. The cost to enhance the service potential of an
item of PP&#038;E is considered a betterment. Service potential may be enhanced
when there is an increase in the previously assessed physical output or service
capacity, associated operation costs are lowered, the life or useful life is
extended, or the quality of service is improved. Costs incurred in the
maintenance of the service potential of an item of PP&#038;E are charged to
operating expenses as incurred.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company capitalizes direct labour and direct overhead incurred to
construct new assets and better existing assets. These costs are capitalized
as they include the construction costs directly attributable to the
acquisition, construction, development or betterment of its networks through
either increased service capacity or lowered associated operating costs.
Although interest costs are permitted to be capitalized during construction,
the Company&#146;s policy is not to capitalize such interest costs.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Amounts of direct labour and direct overhead that are capitalized
fluctuate from year-to-year depending on the level of customer growth, new
services and network expansion. In addition, the level of capitalization
of direct labour and overhead fluctuates depending on the proportion of internal labour versus external
contractors used in construction projects.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The percentage of direct labour capitalized is determined, in many cases,
by the nature of activities in a specific department. For example, all labour
and direct overhead of construction departments are capitalized as a result of
the capital nature of the activity performed by those departments. In some
cases, the amount of capitalization depends on the level of maintenance versus
capital activity that a department performs. In these cases, an analysis of
work activity is applied to determine this percentage allocation.
</FONT>

<P align="left"><FONT size="2"><I>Depreciation Policies and Useful Lives</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company depreciates the cost of PP&#038;E over the estimated useful
service lives of the items. These estimates of useful lives involve
considerable judgment. In determining these estimates, the Company takes into
account wireless industry trends and company-specific factors, including
changing technologies, subscriber migration between its GSM/GPRS and TDMA and
analog networks and expectations for the in-service period of these assets. On
an annual basis, the Company reassesses its existing estimates of useful lives
to ensure they match the anticipated life of the technology from a revenue
producing perspective. If technological change happens more quickly
or in a different way then the Company has
anticipated, the Company might have to shorten the estimated life of certain
PP&#038;E, which could result in higher depreciation expense in future periods or an
impairment charge to write down the value of PP&#038;E.
</FONT>

<P align="left"><FONT size="2"><I>Asset Impairment</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The valuations of all long-lived assets, along with spectrum licences and
goodwill, are subject to annual reviews for impairment.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A two-step process determines impairment of long-lived assets. The first
step determines when impairment must be measured and compares the carrying
value to the sum of the undiscounted cash flows expected to result from their
use and eventual disposition. If the carrying value exceeds this sum, a second
step is performed, which measures the amount of the impairment as the
difference between the carrying value of the long-lived asset and its fair
value, calculated using quoted market price or discounted cash flows. An
impaired asset is written down to its estimated fair market value based on the
information available at that time. Considerable management judgment is
necessary to estimate cash flows. Assumptions used in estimating these cash
flows are consistent with those used in internal forecasting and are compared
for reasonability to forecasts prepared by external analysts. Significant
changes in assumptions with respect to the competitive environment could result
in impairment of these assets.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In testing for impairment of goodwill, the Company conducts a two-step
process. In the first step, the fair value of the Company is compared with its
carrying value. If the fair value exceeds the carrying value, no impairment is
considered to have occurred. The second step is performed when the carrying
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<P align="center"><FONT size="2"><I>11</I></FONT>

<P align="left"><FONT size="2">value of the Company exceeds its fair value, in which case the implied
fair value of the Company&#146;s goodwill is determined in the same manner as it
would be determined in a business combination.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Spectrum licences are tested for impairment by comparing their fair values
with their carrying values, when fair values exceed carrying values no
impairment is considered to have occurred.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company cannot predict whether an event that triggers an impairment
will occur, when it will occur or how it will affect the asset values reported.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The AT&#038;T brand licence, acquired in 1996 at an aggregate cost of $37.8
million, which provided the Company with, among other things, the right to use
the AT&#038;T brand name, was determined to have no remaining useful life as of
December&nbsp;31, 2003 because the Company had announced its intention to terminate
this brand licence agreement in early 2004. The remaining book value of $20.0
million was therefore fully amortized. See &#147;Intercompany and Related Party
Transactions &#151; Brand Licence Agreement&#148; for further discussion and Note 4 to
the Consolidated Financial Statements.
</FONT>

<P align="left"><FONT size="2"><I>Contingencies</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company is subject to various claims and contingencies related to
lawsuits, taxes and commitments under contractual and other commercial
obligations. The Company recognizes liabilities for contingencies when a loss
is probable and capable of being reasonably estimated. Significant changes in
assumptions as to the likelihood and estimates of the amount of a loss could
result in the recognition of an additional liability.
</FONT>

<P align="left"><FONT size="2"><I>Related Party Transactions</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All material related party transactions are reviewed by the Audit
Committee of the Company&#146;s Board of Directors.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Refer to the &#147;Intercompany and Related Party Transactions&#148; section below
and to Note 14 to the Consolidated Financial Statements for additional
information on related party transactions.
</FONT>

<P align="left"><FONT size="2">NEW ACCOUNTING STANDARDS
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In 2003, the Company adopted the following new accounting standards as a
result of changes to Canadian and U.S. GAAP&#058;
</FONT>

<P align="left"><FONT size="2"><I>Asset Retirement Obligations</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Under new Canadian and U.S. accounting standards, the Company is now
required to record the fair value of the liability for an asset retirement
obligation in the year in which it is incurred and when a reasonable estimate
can be made. Fair value is defined as the amount at which that liability could
be settled in a current transaction between willing parties.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company reviewed its existing contracts and commitments to determine
where such obligations exist and determined many of its contracts do
not have any such asset retirement obligations. The Company then assessed what the estimated
fair value of those obligations that exist would be and the probability that these would
be incurred. The Company determined that the fair value of the
obligations was not significant. The Company will monitor contracts on an ongoing
basis and when the Company determines that an obligation exists, the Company
will record these obligations at their fair value.
</FONT>

<P align="left"><FONT size="2"><I>Impairment of Long-Lived Assets</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On January&nbsp;1, 2003, the Company prospectively adopted the new accounting
pronouncement, &#147;Impairment of Long-Lived Assets&#148; which establishes standards
for the recognition, measurement and disclosure of the impairment of long-lived
assets held for use. This standard harmonizes Canadian requirements with U.S.
GAAP impairment provisions. Previously, the impairment of long-lived assets
was measured as the difference between the carrying value of the asset and the
future undiscounted net cash flows expected to be generated by the asset.
Under the new pronouncement, as discussed above, this measurement is used to
determine if impairment has occurred, and the amount of impairment is measured
as the difference between the carrying value of the asset and its fair value,
calculated using quoted market price or discounted cash flows. The adoption
had no impact on the Company, as no impairment of long-lived assets had
occurred at December&nbsp;31, 2003.
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<P align="center"><FONT size="2"><I>12</I></FONT>



<P align="left"><FONT size="2">RECENT ACCOUNTING DEVELOPMENTS
</FONT>


<P align="left"><FONT size="2"><I>GAAP Hierarchy</I>
</FONT>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
June&nbsp;2003, the CICA released Handbook Section&nbsp;1100,
&#147;Generally Accepted Accounting Principles&#148;. Previously there had
been no clear definition of the order of authority for sources of GAAP. This standard established standards for
financial reporting in accordance with Canadian GAAP and applies to our 2004 fiscal year. This section also
provides guidance on sources to consult when selecting accounting policies and on appropriate disclosures when a
matter is not dealt with explicitly in the primary sources of GAAP.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have reviewed this new standard, and as a result have adopted a classified balance sheet
presentation since we believe that the historical industry practice of a declassified balance sheet presentation is no longer appropriate.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, within the Consolidated Statements of Cash Flows, we have reclassified the change in non-cash,
working capital items related to PP&#038;E to investing activities. This change had the impact of decreasing cash
used in investing activities on the Statements of Cash Flows, compared to our previous method, by $98.6&nbsp;million
for the year ended December&nbsp;31, 2002 and increasing cash used in
investing activities by $87.7 million for the year ended December 31,
2003. In all periods, the corresponding change was to non-cash
working capital items within operating activities.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;With
the adoption of these two changes, we believe that our accounting
policies and financial statements comply with this new standard.

<P align="left"><FONT size="2"><I>Hedging Relationships</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company uses derivative instruments, including cross-currency interest
rate exchange agreements, interest rate exchange agreements, and foreign
exchange forward contracts, to manage risks from fluctuations in exchange rates
and interest rates. As more fully described in Note 2(s)(ii) to the
Consolidated Financial Statements, effective January&nbsp;1, 2004, Canadian GAAP
will require the Company to maintain detailed documentation regarding these
derivative financial instruments in order to continue accounting for these
derivative instruments as hedges. Further, the Company will be required to
assess whether each hedging relationship is effective, both at inception and on
an on-going basis.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If the Company determines that these derivative instruments will not
continue to be accounted for as hedges, the Company will adjust the recorded
amount of the liabilities related to these derivative instruments from their
carrying value of $136.5&nbsp;million at December&nbsp;31, 2003, to their fair value of
$120.4&nbsp;million. The adjustment of $16.1&nbsp;million will be recorded as a deferred
gain and amortized into income over the remaining life of the derivative
instruments. Going forward, this liability will be marked to market on a
quarterly basis and any changes in value will be recorded in the statement of
income. This is consistent with the Company&#146;s treatment of these instruments
under U.S. GAAP.
</FONT>

<P align="left"><FONT size="2"><I>Stock-Based Compensation</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Effective January&nbsp;1, 2004, Canadian GAAP will require companies to
estimate the fair value of stock-based compensation to employees and to expense
the fair value over the vesting period of the options. As a result, in 2004,
the Company will begin expensing the fair value of options granted to employees
since January&nbsp;1, 2002, and will record an adjustment to opening retained
earnings in the amount of $2.3&nbsp;million, representing the expense for the 2002
and 2003 fiscal years. The estimated impact of adopting this accounting
standard in 2004, if the Company were to continue using the Black-Scholes
Option Pricing model, would be an increase in compensation expense of
approximately $5.0&nbsp;million.
</FONT>

<P align="left"><FONT size="2"><I>Revenue Recognition</I>
</FONT>



<P align="left" style="font-size: 10pt"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Effective January&nbsp;1, 2004, we adopted new Canadian accounting standards, including CICA Emerging
Issues Committee Abstract 142 issued in December&nbsp;2003, regarding the timing of revenue recognition and the classification of certain items as revenue or expense.
</FONT>

<P align="left" style="font-size: 10pt"><FONT size="2">As a result of the adoption of these new accounting standards, the
following changes to the recognition and classification of revenue and expenses have been made:
</FONT>



<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><FONT size="2">Activation fees are now classified as equipment revenue. Previously, these amounts were classified
as network revenue;</FONT></TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><FONT size="2">Recoveries from new and existing subscribers from the sale of equipment are now classified as
equipment revenue. Previously, these amounts were recorded as a reduction to sales expense in the
case of a new subscriber, and as a reduction to operating, general and administrative expense in the
case of an existing subscriber;</FONT></TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><FONT size="2">Equipment subsidies provided to new and existing subscribers are now classified as a reduction to
equipment revenue. Previously, these amounts were recorded as a sales
expense in the case of a new
subscriber and as an operating, general and administrative expense in the case of an existing subscriber.
Costs for equipment provided under retention programs to existing subscribers are now recorded as a cost of equipment sales.
Previously, these amounts were recorded as an operating, general and
administrative expense; and</FONT></TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><FONT size="2">Certain other recoveries from subscribers related to collections activities are now classified as
network revenue. Previously, these amounts were recorded as a
recovery of operating, general and administrative expenses.</FONT></TD>
</TR>

</TABLE>
<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;



The effect of this adoption on our financial results and on our key performance
 indicators is as follows:

<P>&nbsp;

<P>&nbsp;

<P>&nbsp;

<TABLE align="center" cellspacing="0" cellpadding="0" border="0"  style="font-size:10pt" width="100%">
 <TR>
  <TD width="80%">&nbsp;</TD>
  <TD width="5%">&nbsp;</TD>
  <TD width="2%">&nbsp;</TD>
  <TD align="right">&nbsp;</TD>
  <TD width="2%">&nbsp;</TD>
  <TD width="5%">&nbsp;</TD>
  <TD width="2%">&nbsp;</TD>
  <TD align="right">&nbsp;</TD>
  <TD width="2%">&nbsp;</TD>
 </TR>

<TR style="font-size:8pt">
  <TD><DIV style="margin-left:10px;text-indent:-10px">&nbsp; </DIV></TD>
  <TD>&nbsp;</TD>
  <TD colspan="7" align="center"><B>Year Ended December 31,</B><HR noshade size="1"></TD>
 </TR>

 <TR style="font-size:8pt">
  <TD><DIV style="margin-left:10px;text-indent:-10px">&nbsp; </DIV></TD>
  <TD>&nbsp;</TD>

<TD colspan="3" align="center"><B>2003</B><HR noshade size="1"></TD>
  <TD>&nbsp;</TD>
  <TD colspan="3" align="center"><B>2002</B><HR noshade size="1"></TD>
 </TR>

<TR style="font-size:8pt">
  <TD><DIV style="margin-left:10px;text-indent:-10px">&nbsp; </DIV></TD>
  <TD>&nbsp;</TD>
  <TD colspan="7" align="center"><B>(In millions of dollars, except
per subscriber data)</B></TD>
 </TR>

<TR valign="bottom" style="background: #eeeeee">
  <TD><DIV style="margin-left:10px;text-indent:-10px">Postpaid (voice
and data) revenue:</DIV></TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD align="right">&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD align="right">&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD align="right">&nbsp;</TD>
  <TD>&nbsp;</TD>
 </TR>
<TR valign="bottom">
  <TD><DIV style="margin-left:20px;text-indent:-10px">Prior to adoption</DIV></TD>
  <TD>&nbsp;</TD>
  <TD align="right" nowrap>$</TD>
  <TD align="right">1,921.0</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD align="right" nowrap>$</TD>
  <TD align="right">1,632.9</TD>
  <TD>&nbsp;</TD>
 </TR>
<TR valign="bottom" style="background: #eeeeee">
  <TD><DIV style="margin-left:20px;text-indent:-10px">After adoption</DIV></TD>
  <TD>&nbsp;</TD>
  <TD align="right" nowrap>&nbsp;</TD>
  <TD align="right">1,911.1</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD align="right" nowrap>&nbsp;</TD>
  <TD align="right">1,628.1</TD>
  <TD>&nbsp;</TD>
 </TR>
<TR valign="bottom">
  <TD><DIV style="margin-left:10px;text-indent:-10px">Network revenue:</DIV></TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD align="right">&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD align="right">&nbsp;</TD>
  <TD>&nbsp;</TD>
 </TR>
<TR valign="bottom" style="background: #eeeeee">
  <TD><DIV style="margin-left:20px;text-indent:-10px">Prior to adoption</DIV></TD>
  <TD>&nbsp;</TD>
  <TD align="right" nowrap>&nbsp;</TD>
  <TD align="right">2,039.8</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD align="right" nowrap>&nbsp;</TD>
  <TD align="right">1,759.3</TD>
  <TD>&nbsp;</TD>
 </TR>
<TR valign="bottom">
  <TD><DIV style="margin-left:20px;text-indent:-10px">After adoption</DIV></TD>
  <TD>&nbsp;</TD>
  <TD align="right" nowrap>&nbsp;</TD>
  <TD align="right">2,029.9</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD align="right" nowrap>&nbsp;</TD>
  <TD align="right">1,754.5</TD>
  <TD>&nbsp;</TD>
 </TR>

<TR valign="bottom" style="background: #eeeeee">
  <TD><DIV style="margin-left:10px;text-indent:-10px">Equipment sales:</DIV></TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD align="right">&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD align="right">&nbsp;</TD>
  <TD>&nbsp;</TD>
 </TR>
<TR valign="bottom">
  <TD><DIV style="margin-left:20px;text-indent:-10px">Prior to adoption</DIV></TD>
  <TD>&nbsp;</TD>
  <TD align="right" nowrap>&nbsp;</TD>
  <TD align="right">242.4</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD align="right" nowrap>&nbsp;</TD>
  <TD align="right">206.7</TD>
  <TD>&nbsp;</TD>
 </TR>
<TR valign="bottom" style="background: #eeeeee">
  <TD><DIV style="margin-left:20px;text-indent:-10px">After adoption</DIV></TD>
  <TD>&nbsp;</TD>
  <TD align="right" nowrap>&nbsp;</TD>
  <TD align="right">177.9</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD align="right" nowrap>&nbsp;</TD>
  <TD align="right">137.0</TD>
  <TD>&nbsp;</TD>
 </TR>

<TR valign="bottom">
  <TD><DIV style="margin-left:10px;text-indent:-10px">Total Operating
revenue:</DIV></TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD align="right">&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD align="right">&nbsp;</TD>
  <TD>&nbsp;</TD>
 </TR>
<TR valign="bottom" style="background: #eeeeee">
  <TD><DIV style="margin-left:20px;text-indent:-10px">Prior to adoption</DIV></TD>
  <TD>&nbsp;</TD>
  <TD align="right" nowrap>&nbsp;</TD>
  <TD align="right">2,282.2</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD align="right" nowrap>&nbsp;</TD>
  <TD align="right">1,966.0</TD>
  <TD>&nbsp;</TD>
 </TR>
<TR valign="bottom">
  <TD><DIV style="margin-left:20px;text-indent:-10px">After adoption</DIV></TD>
  <TD>&nbsp;</TD>
  <TD align="right" nowrap>&nbsp;</TD>
  <TD align="right">2,207.8</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD align="right" nowrap>&nbsp;</TD>
  <TD align="right">1,891.5</TD>
  <TD>&nbsp;</TD>
 </TR>

<TR valign="bottom" style="background: #eeeeee">
  <TD><DIV style="margin-left:10px;text-indent:-10px">Cost of
equipment sales:</DIV></TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD align="right">&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD align="right">&nbsp;</TD>
  <TD>&nbsp;</TD>
 </TR>
<TR valign="bottom">
  <TD><DIV style="margin-left:20px;text-indent:-10px">Prior to adoption</DIV></TD>
  <TD>&nbsp;</TD>
  <TD align="right" nowrap>&nbsp;</TD>
  <TD align="right">244.5</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD align="right" nowrap>&nbsp;</TD>
  <TD align="right">209.9</TD>
  <TD>&nbsp;</TD>
 </TR>
<TR valign="bottom" style="background: #eeeeee">
  <TD><DIV style="margin-left:20px;text-indent:-10px">After adoption</DIV></TD>
  <TD>&nbsp;</TD>
  <TD align="right" nowrap>&nbsp;</TD>
  <TD align="right">380.8</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD align="right" nowrap>&nbsp;</TD>
  <TD align="right">296.8</TD>
  <TD>&nbsp;</TD>
 </TR>

<TR valign="bottom">
  <TD><DIV style="margin-left:10px;text-indent:-10px">Sales and
marketing expenses:</DIV></TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD align="right">&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD align="right">&nbsp;</TD>
  <TD>&nbsp;</TD>
 </TR>
<TR valign="bottom" style="background: #eeeeee">
  <TD><DIV style="margin-left:20px;text-indent:-10px">Prior to adoption</DIV></TD>
  <TD>&nbsp;</TD>
  <TD align="right" nowrap>&nbsp;</TD>
  <TD align="right">522.7</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD align="right" nowrap>&nbsp;</TD>
  <TD align="right">462.8</TD>
  <TD>&nbsp;</TD>
 </TR>
<TR valign="bottom">
  <TD><DIV style="margin-left:20px;text-indent:-10px">After adoption</DIV></TD>
  <TD>&nbsp;</TD>
  <TD align="right" nowrap>&nbsp;</TD>
  <TD align="right">362.0</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD align="right" nowrap>&nbsp;</TD>
  <TD align="right">328.9</TD>
  <TD>&nbsp;</TD>
 </TR>

<TR valign="bottom" style="background: #eeeeee">
  <TD><DIV style="margin-left:10px;text-indent:-10px">Operating,
general and administrative expenses:</DIV></TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD align="right">&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD align="right">&nbsp;</TD>
  <TD>&nbsp;</TD>
 </TR>
<TR valign="bottom">
  <TD><DIV style="margin-left:20px;text-indent:-10px">Prior to adoption</DIV></TD>
  <TD>&nbsp;</TD>
  <TD align="right" nowrap>&nbsp;</TD>
  <TD align="right">787.5</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD align="right" nowrap>&nbsp;</TD>
  <TD align="right">765.5</TD>
  <TD>&nbsp;</TD>
 </TR>
<TR valign="bottom" style="background: #eeeeee">
  <TD><DIV style="margin-left:20px;text-indent:-10px">After adoption</DIV></TD>
  <TD>&nbsp;</TD>
  <TD align="right" nowrap>&nbsp;</TD>
  <TD align="right">737.4</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD align="right" nowrap>&nbsp;</TD>
  <TD align="right">738.1</TD>
  <TD>&nbsp;</TD>
 </TR>
<TR valign="bottom">
  <TD><DIV style="margin-left:10px;text-indent:-10px">Postpaid (voice
and data) ARPU:</DIV></TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD align="right">&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD align="right">&nbsp;</TD>
  <TD>&nbsp;</TD>
 </TR>
<TR valign="bottom" style="background: #eeeeee">
  <TD><DIV style="margin-left:20px;text-indent:-10px">Prior to adoption</DIV></TD>
  <TD>&nbsp;</TD>
  <TD align="right" nowrap>&nbsp;</TD>
  <TD align="right">57.55</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD align="right" nowrap>&nbsp;</TD>
  <TD align="right">55.95</TD>
  <TD>&nbsp;</TD>
 </TR>
<TR valign="bottom">
  <TD><DIV style="margin-left:20px;text-indent:-10px">After adoption</DIV></TD>
  <TD>&nbsp;</TD>
  <TD align="right" nowrap>&nbsp;</TD>
  <TD align="right">57.25</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD align="right" nowrap>&nbsp;</TD>
  <TD align="right">55.78</TD>
  <TD>&nbsp;</TD>
 </TR>
<TR valign="bottom" style="background: #eeeeee">
  <TD><DIV style="margin-left:10px;text-indent:-10px">Blended ARPU:</DIV></TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD align="right">&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD align="right">&nbsp;</TD>
  <TD>&nbsp;</TD>
 </TR>
<TR valign="bottom">
  <TD><DIV style="margin-left:20px;text-indent:-10px">Prior to adoption</DIV></TD>
  <TD>&nbsp;</TD>
  <TD align="right" nowrap>&nbsp;</TD>
  <TD align="right">47.42</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD align="right" nowrap>&nbsp;</TD>
  <TD align="right">45.20</TD>
  <TD>&nbsp;</TD>
 </TR>
<TR valign="bottom" style="background: #eeeeee">
  <TD><DIV style="margin-left:20px;text-indent:-10px">After adoption</DIV></TD>
  <TD>&nbsp;</TD>
  <TD align="right" nowrap>&nbsp;</TD>
  <TD align="right">47.19</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD align="right" nowrap>&nbsp;</TD>
  <TD align="right">45.07</TD>
  <TD>&nbsp;</TD>
 </TR>
<TR valign="bottom">
  <TD><DIV style="margin-left:10px;text-indent:-10px">Sales and
marketing expenses per wireless gross subscriber addition:</DIV></TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD align="right">&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD align="right">&nbsp;</TD>
  <TD>&nbsp;</TD>
 </TR>
<TR valign="bottom" style="background: #eeeeee">
  <TD><DIV style="margin-left:20px;text-indent:-10px">Prior to adoption</DIV></TD>
  <TD>&nbsp;</TD>
  <TD align="right" nowrap>&nbsp;</TD>
  <TD align="right">397</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD align="right" nowrap>&nbsp;</TD>
  <TD align="right">384</TD>
  <TD>&nbsp;</TD>
 </TR>
<TR valign="bottom">
  <TD><DIV style="margin-left:20px;text-indent:-10px">After adoption</DIV></TD>
  <TD>&nbsp;</TD>
  <TD align="right" nowrap>&nbsp;</TD>
  <TD align="right">376</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD align="right" nowrap>&nbsp;</TD>
  <TD align="right">366</TD>
  <TD>&nbsp;</TD>
 </TR>
<TR valign="bottom" style="background: #eeeeee">
  <TD><DIV style="margin-left:10px;text-indent:-10px">Average monthly
operating expense per wireless subscriber:</DIV></TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD align="right">&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD align="right">&nbsp;</TD>
  <TD>&nbsp;</TD>
 </TR>
<TR valign="bottom">
  <TD><DIV style="margin-left:20px;text-indent:-10px">Prior to adoption</DIV></TD>
  <TD>&nbsp;</TD>
  <TD align="right" nowrap>&nbsp;</TD>
  <TD align="right">17.47</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD align="right" nowrap>&nbsp;</TD>
  <TD align="right">18.42</TD>
  <TD>&nbsp;</TD>
 </TR>
<TR valign="bottom" style="background: #eeeeee">
  <TD><DIV style="margin-left:20px;text-indent:-10px">After adoption</DIV></TD>
  <TD>&nbsp;</TD>
  <TD align="right" nowrap>&nbsp;</TD>
  <TD align="right">17.87</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD align="right" nowrap>&nbsp;</TD>
  <TD align="right">18.81</TD>
  <TD>&nbsp;</TD>
 </TR>

</TABLE>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;These
changes in accounting classification had no effect on the amounts of reported operating profit, net income or earnings per share.
All prior period amounts, including key performance indicators, have been conformed to reflect these changes in classification.

<P align="center" style="font-size: 10pt">&nbsp;
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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<P align="center"><FONT size="2"><I>13</I></FONT>



<P align="left"><FONT size="2">ALTERNATIVE ACCEPTABLE ACCOUNTING POLICIES
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;GAAP permits, in certain circumstances, alternative acceptable accounting
policies. The three primary areas where the Company has made a choice are (1)
the accounting for subscriber acquisition costs, (2)&nbsp;the accounting for
stock-based compensation and (3)&nbsp;capitalized interest.
</FONT>

<P align="left"><FONT size="2"><I>Accounting for Subscriber Acquisition Costs</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Subscriber acquisition costs are expensed in the period incurred by the
Company. The alternative method is to defer and amortize these costs over the
life of the contract or the expected life of the relationship with the
customer. The Company has elected to expense these costs as incurred because
it believes these costs reflect period costs that may or may not be recoverable
depending on the length of the relationship with the customer, whether it be
contractual or otherwise. In addition, subscriber acquisition costs on a per
subscriber basis fluctuate based on the success of promotional activity and
seasonality of the business, and, as such, the Company believes these costs
should be reflected as costs at the point in time that they are incurred.
</FONT>

<P align="left"><FONT size="2"><I>Accounting for Stock-Based Compensation Costs</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company does not record any expense for employee stock options;
however, it provides note disclosure of the pro forma expense using the
fair-value-based method of accounting calculated using the Black-Scholes Option
Pricing model. While the Company acknowledges that stock options represent a
form of compensation, it elected to disclose the pro forma expense in Note 9(d)
to the Consolidated Financial Statements, rather than expense such
compensation, to maintain comparability with other peer companies. In response
to activities and decisions by accounting standard setters in Canada in respect
to the adoption of mandatory expensing of stock options, as described above,
effective January&nbsp;1, 2004, the Company will adopt the policy of expensing the
fair value of stock options granted to employees.
</FONT>

<P align="left"><FONT size="2"><I>Capitalized Interest</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Canadian GAAP permits, but does not require, the capitalization of
interest expense as part of the cost of acquiring certain assets that require a
period of time to prepare for their intended use. The Company does not
capitalize interest as part of its PP&#038;E expenditures.
</FONT>



<P align="left"><FONT size="2">U.S. GAAP DIFFERENCES
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company prepares its financial statements in accordance with Canadian
GAAP. U.S. GAAP differs from Canadian GAAP in certain respects. The areas of
principal differences and their impact on the Company&#146;s Consolidated Financial
Statements are described in Note 18 to the Consolidated Financial Statements.
The significant differences include:
</FONT>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">goodwill arising on purchase transactions;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">accounting for interest capitalization and the related depreciation impact;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">accounting for development and pre-operating costs; and</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">accounting for changes in the fair value of financial instruments.</FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2"><I>Goodwill Arising on Purchase Transactions</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Under U.S. GAAP, purchase transactions that result in an entity becoming a
wholly-owned subsidiary establish a new basis of accounting for the entity
purchased and its assets and liabilities. As a result of RCI&#146;s acquisition of
100% of the Company in 1989, for U.S. GAAP purposes, the Company must record as
an asset in its Consolidated Financial Statements the amount of goodwill that
was recorded on the consolidated financial statements of RCI. As this
acquisition was financed principally by the parent company with proceeds from
other asset sales, the corresponding adjustment for the assets recorded was an
increase in shareholders&#146; equity.
</FONT>

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<P align="center"><FONT size="2"><I>14</I></FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;At the time of the acquisition by RCI, Canadian GAAP did not permit a
subsidiary company to alter the historical costs of its assets or liabilities
upon it being acquired. This difference increases goodwill and shareholders&#146;
equity by $521.9&nbsp;million.
</FONT>

<P align="left"><FONT size="2"><I>Accounting for Interest Capitalization and the Related Depreciation Impact</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;U.S. GAAP requires capitalization of interest costs as part of the
historical cost of acquiring certain qualifying assets that require a period of
time to prepare for their intended use. This is not required under Canadian
GAAP. The impact of capitalizing interest under U.S. GAAP is to increase net
income by $5.7&nbsp;million in 2003 and $6.5&nbsp;million in 2002. The corresponding
depreciation expense impact related to interest capitalized in previous years
is to increase depreciation expense for the years ended December&nbsp;31, 2003 and
2002 by $3.0&nbsp;million and $2.2&nbsp;million, respectively.
</FONT>

<P align="left"><FONT size="2"><I>Accounting for Development and Pre-Operating Costs</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Under Canadian GAAP, the Company defers the incremental costs relating to
the development and pre-operating phases of new businesses and amortizes these
costs on a straight-line basis over periods up to five years. Under U.S. GAAP,
these costs are expensed as incurred. As a result, under U.S. GAAP the
consolidated net income for each of the years ended December&nbsp;31, 2003 and 2002
was increased by $3.0&nbsp;million, representing the amortization of pre-operating
costs under Canadian GAAP.
</FONT>

<P align="left"><FONT size="2"><I>Accounting for Changes in the Fair Value of Financial Instruments</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Under U.S. GAAP, the changes in fair value of cross-currency interest rate
exchange agreements and interest rate exchange agreements are recorded as an
adjustment to net income. Accordingly, the Company&#146;s net income under U.S.
GAAP has been decreased by $102.8&nbsp;million in 2003 and increased by $88.1
million in 2002.
</FONT>

<P align="left"><FONT size="2">OPERATING AND FINANCIAL RESULTS
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For purposes of this discussion, revenue has been classified according to the following categories:
</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">postpaid voice and data revenues generated principally from:</FONT></TD>
</TR>
</TABLE>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="7%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#150;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="89%"><FONT size="2">monthly fees,</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#150;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">airtime and long-distance charges,</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#150;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">optional service charges,</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#150;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">system access fees, and</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#150;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">roaming charges;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">prepaid revenues generated
principally from charges of airtime, for long-distance charges and
text messaging;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">one-way messaging revenues generated from monthly fees and usage
charges; and</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">equipment sales revenues generated from the sale of hardware and
accessories to independent dealers, agents and retailers, and directly
to subscribers through direct fulfillment by the Company&#146;s customer
service groups, its website and telesales.</FONT></TD>
</TR>
</TABLE>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Operating expenses are segregated into four categories for assessing business performance:
</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">cost of equipment sales;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">sales and marketing expenses, which represent
all costs to acquire new subscribers (other than those related to
equipment), such as advertising, commissions
paid to third parties for new activations,
remuneration and benefits to sales and marketing employees as well as
direct overheads related to these activities;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">operating, general and administrative expenses, which include all
other expenses incurred to operate the business on a day-to-day basis,
as well, it includes costs to service existing subscriber
relationships including costs (other than those related to equipment); and inter-carrier payments to roaming partners and long-distance
carriers and the CRTC contribution levy;</FONT></TD>
</TR>
</TABLE>

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<P align="center"><FONT size="2"><I>15</I></FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">management fees paid to RCI.</FONT></TD>
</TR>
</TABLE>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
wireless communications industry in Canada continues to grow and the
costs of acquiring new subscribers are significant. Because a
substantial portion of subscriber activation costs are variable in
nature, such as commissions and equipment subsidies paid for each new
activation, and due to fluctuations in the number of activations of new
subscribers from period to period and the seasonal nature of these subscriber
additions, the Company experiences material fluctuations in sales and marketing
expenses and, accordingly, in the overall level of operating expenses.
</FONT>


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<P align="center"><FONT size="2"><I>16</I></FONT>

<P align="left"><FONT size="2"><I>Year Ended December&nbsp;31, 2003 Compared to Year Ended December&nbsp;31, 2002</I>
</FONT>

<P align="left"><FONT size="2">Summarized Consolidated Financial Results
</FONT>

<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="85%">
<TR valign="bottom">
    <TD width="3%">&nbsp;</TD>
    <TD width="62%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="7"><FONT size="1"><B>Years ended December 31,</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="7"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center" colspan="2"><FONT size="1"><B>(In
millions of dollars, except per share data)</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2003</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2002</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>% Chg</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Operating revenue</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>

<TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Postpaid
(voice and data)<SUP>(1)(2)</SUP></FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">1,911.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">1,628.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">17.4</FONT></TD>
    <TD nowrap><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Prepaid</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">91.2</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">91.2</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">One-way messaging</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">27.6</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">35.2</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(21.6</FONT></TD>
    <TD><FONT size="2">)</FONT></TD>
</TR>
<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Network
revenue <SUP>(1)</SUP></FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2,029.9</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,754.5</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">15.7</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>

<TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Equipment
revenue <SUP>(1)</SUP></FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">177.9</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">137.0</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">29.9</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Total operating revenue</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2,207.8</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,891.5</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">16.7</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">

<TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Operating expenses <SUP>(1)</SUP></FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Cost of equipment sales</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">380.8</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">296.8</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">28.3</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>

<TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Sales
and marketing expenses</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">362.0</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">328.9</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">10.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Operating, general and administrative expenses</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">737.5</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">738.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Management fees</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">11.3</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">11.0</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2.7</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Total operating expenses</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,491.6</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,374.8</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">8.5</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR></TR>

<TR valign="bottom">

<TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Operating profit <SUP>(3)</SUP></FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">716.2</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">516.7</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">38.6</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Change in estimate of sales tax and
CRTC contribution liabilities</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(12.3</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Depreciation and amortization</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">518.6</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">457.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">13.5</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Operating income</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">197.6</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">71.9</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">174.8</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Interest expense</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(193.5</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(195.2</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(0.9</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Gain on repayment of long-term debt</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">31.0</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Foreign exchange gain</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">135.2</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">6.4</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Investment and other income</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">0.9</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">0.5</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">80.0</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Income taxes</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(2.4</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(5.3</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(54.7</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Net income (loss)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">137.8</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">(90.7</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Earnings (loss)&nbsp;per share -
basic and diluted</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">0.97</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">(0.64</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Total assets</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">3,107.3</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">3,185.0</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(2.4</FONT></TD>
    <TD align="left"><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Total liabilities</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">2,664.3</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">2,885.5</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(7.7</FONT></TD>
    <TD align="left"><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">

<TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Addition
to property, plant</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">and equipment</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">411.9</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">564.6</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(27.0</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Operating
profit margin as % of network<SUP>(3)(4)</SUP></FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Revenue</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">35.3</FONT></TD>
    <TD nowrap><FONT size="2">%</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">29.4</FONT></TD>
    <TD nowrap><FONT size="2">%</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</CENTER>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">(1)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">As reclassified. See the
&#147;Recent Accounting Developments &#150; Revenue Recognition&#148;
section.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">(2)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">The 2002 period presentation of subscriber and revenue categories has
been reclassified to conform to the current presentation. See the &#147;Key
Performance Indicators &#151; Subscriber Counts&#148; section.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">(3)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">As previously defined. See
the &#147;Key Performance Indicators&nbsp;&#151;&nbsp;Operating
Profit&#148; section.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">(4)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">Operating profit margin as a percentage of network revenue is a key performance
indicator for the reasons indicated in the &#147;Key Performance
Indicators &#151; Operating Profit Margin&#148; section and is calculated as follows:
</FONT></TD>
</TR>
</TABLE>

<DIV align="center">
<TABLE cellspacing="0" border="0" cellpadding="0" width="65%">
<TR valign="bottom">
    <TD width="43%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="17%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="17%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
</TR>
<TR  valign="bottom">
    <TD nowrap align="left"><FONT size="1"><B>($millions)</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2003</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2002</B></FONT></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Network revenue</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">2,029.9</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">1,754.5</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Operating profit</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">716.2</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">516.7</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Operating
profit margin &#151; 2003</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">$</FONT></TD>
    <TD colspan="7" align="left"><FONT size="2">716.2 divided by
$2,029.9&nbsp;=&nbsp;35.3%</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Operating
profit margin &#151; 2002</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">$</FONT></TD>
    <TD colspan="7" align="left"><FONT size="2">516.7 divided by
$1,754.5&nbsp;=&nbsp;29.4%</FONT></TD>
</TR>
</TABLE>
</DIV>
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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
<P align="center"><FONT size="2"><I>17</I></FONT>



<P align="left"><FONT size="2"><I>Wireless Operating Highlights and Significant Developments of 2003</I>
</FONT>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Network revenue increased 15.7% and operating profit increased 38.6%
compared to 2002. Operating profit margin based on network revenue rose
by 590 basis points year-over-year to 35.3%.</FONT></TD>
</TR>
</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">2003 PP&#038;E expenditures decreased by $152.7&nbsp;million, or 27.0%, over
2002 due to the substantial completion of the initial roll-out of the
nationwide GSM/GPRS network in 2002.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Growth in operating profit, combined with reduced spending on PP&#038;E
and lower interest costs, resulted in a $353.9&nbsp;million year-over-year
improvement in operating profit cash flow.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Postpaid voice and data ARPU
increased year-over-year by $1.47, or
2.6%, to $57.25, reflecting the continued activation and retention of
higher valued customers, increased penetration of enhanced services and

the continued growth of wireless data and roaming revenues.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Postpaid voice and data subscriber net additions of 400,200 were
higher by 19.3% versus the 335,400 net additions in 2002, reflecting
both higher levels of gross activations and reduced churn levels.
Average monthly postpaid churn for the year declined to 1.88% from 1.98%
in the previous year.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Revenues from wireless data
services, which grew 124.8%
year-over-year to $67.9&nbsp;million from $30.2&nbsp;million in the prior year,
represented approximately 3.3% of network revenue compared to 1.7% in
2002.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">The Company completed its deployment of GSM/GPRS technology operating
in the 850 MHz spectrum range across its national footprint, expanding
the capacity and also enhancing the quality of the GSM/GPRS network.
Rogers Wireless also began trials of EDGE technology in the Vancouver
market at the end of 2003 which, accomplished by the installation of a
network software upgrade, more than triples the wireless data
transmission speeds available on its network.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">On March&nbsp;8, 2004, the Company will begin transitioning its branding
to Rogers Wireless from Rogers AT&#038;T Wireless, bringing greater clarity
to the Rogers brand in Canada. As a result, the Company recorded a
non-cash charge in 2003 of approximately $20.0&nbsp;million to reflect the
accelerated amortization of the associated brand licence costs.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">The Company recorded net income of $137.8&nbsp;million in 2003 compared to
a loss of $90.7&nbsp;million in 2002. The primary reasons for the
improvement were a $125.7&nbsp;million increase in operating income combined
with the recognition of $128.8&nbsp;million of additional foreign exchange
gains primarily resulting from the translation of the unhedged portion
of U.S. dollar-denominated long-term debt as the Canadian dollar
strengthened against the U.S. dollar.</FONT></TD>
</TR>
</TABLE>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<P align="center"><FONT size="2"><I>18</I></FONT>

<P align="left"><FONT size="2"><I>Wireless Network Revenue and Subscribers</I>
</FONT>

<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="75%">
<TR valign="bottom">
    <TD width="5%">&nbsp;</TD>
    <TD width="47%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="7"><FONT size="1"><B>Years Ended December 31,</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="7"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center" colspan="2"><FONT size="1"><B>(Subscriber statistics in thousands, except ARPU, churn and usage)</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2003</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2002</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Chg</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>% Chg</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2"><B>Postpaid (Voice and Data)<SUP>(1)</SUP></B></FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Gross additions</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,021.5</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">910.7</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">110.8</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">12.2</FONT></TD>
    <TD nowrap><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Net additions</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">400.2</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">335.4</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">64.8</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">19.3</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Total subscribers</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">3,029.6</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2,629.3</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">400.3</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">15.2</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">ARPU ($)<SUP>(3)(4)</SUP></FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">57.25</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">55.78</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1.47</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2.6</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Average monthly usage (minutes)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">361</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">324</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">37</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">11.4</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Churn (%)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1.88</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1.98</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(0.10</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(5.1</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2"><B>Prepaid</B></FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Gross additions</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">257.4</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">243.3</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">14.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">5.8</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Net additions (losses)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2.0</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">44.2</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(42.2</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(95.5</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Adjustment to subscriber base<SUP>(2)</SUP></FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(20.9</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(20.9</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Total subscribers<SUP>(2)</SUP></FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">759.8</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">778.7</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(18.9</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(2.4</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">ARPU ($)<SUP>(3)</SUP></FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">10.08</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">10.17</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(0.09</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(0.9</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Churn (%)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2.82</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2.23</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">0.59</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">26.5</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2"><B>Total &#150; Postpaid and Prepaid</B></FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Gross additions</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,278.9</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,154.0</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">124.9</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">10.8</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Net additions</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">402.2</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">379.6</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">22.6</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">6.0</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Adjustment to subscriber base<SUP>(2)</SUP></FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(20.9</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(20.9</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Total subscribers<SUP>(2)</SUP></FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">3,789.4</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">3,408.0</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">381.4</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">11.2</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">ARPU (blended) ($)<SUP>(3)(4)</SUP></FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">47.19</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">45.07</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2.12</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">4.7</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2"><B>One-Way Messaging</B></FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Gross additions</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">42.5</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">61.0</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(18.5</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(30.3</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Net additions</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(61.1</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(68.3</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">7.2</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(10.5</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Total subscribers</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">241.3</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">302.3</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(61.0</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(20.2</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">ARPU ($)<SUP>(3)</SUP></FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">8.40</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">8.79</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(0.39</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(4.4</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Churn (%)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">3.13</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">3.20</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(0.07</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(2.2</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>
</TABLE>
</CENTER>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">(1)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">The 2002 period&#146;s presentation of subscribers and revenue has been
reclassified to conform to the current presentation as discussed in the
&#147;Key Performance Indicators &#151; Subscriber Counts&#148; section above.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">(2)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">The Company&#146;s policy is to treat prepaid subscribers with no usage for a
six month period as a reduction of the prepaid subscriber base. As part
of a review of prepaid subscriber usage in the second quarter of 2003, the
Company determined that a number of subscribers, totaling 20,900, which
only had non-revenue usage (i.e. calls to customer service) over the past
several quarters, were being included in the prepaid subscriber base. The
Company determined that these subscribers should not have been included in
the prepaid subscriber base and, as such, made an adjustment to the
opening prepaid subscriber base. The Company has amended its policy to
reflect all prepaid subscribers with no revenue-generating usage in a six
month period as deactivations.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">(3)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">See &#147;Key Performance
Indicators&nbsp;&#151;&nbsp;Average Revenue per Subscriber&#148;
section.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>


<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">(4)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">As reclassified. See the &#147;
Recent  Accounting Developments - Revenue Recognition&#148; section.</FONT> </TD>
</TR>
</TABLE>

<P align="left"><FONT size="2"><I>Wireless Network Revenue</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Wireless
network revenue in 2003, which accounted for 91.9% of the
Company&#146;s total revenue, was $2,029.9&nbsp;million, an increase
of 15.7% from 2002.
This revenue growth reflects the 11.2% increase in the number of wireless voice
and data subscribers over fiscal 2002 and a 4.7% year-over-year increase in
blended postpaid and prepaid ARPU.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Postpaid voice and data subscriber additions in 2003 represented 79.9% of
total gross activations and close to 100% of total net additions. The Company
continued its strategy of targeting higher value postpaid subscribers and
selling its prepaid handsets at higher price points which contributed
significantly to the mix of postpaid versus prepaid subscribers.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The 2.6% increase in average monthly revenue per postpaid voice and data
subscriber compared to the previous year reflected the continued activation and
retention of higher value customers, increased penetration of enhanced
services, and the continued growth of wireless data and roaming revenues. The
growth in data revenues from $30.2&nbsp;million to $67.9&nbsp;million represented
approximately 68.5% of the 2.6% ARPU increase. Prepaid ARPU remained
relatively flat on a year-over-year basis.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The continuing trend to lower postpaid voice and data subscriber churn, as
reflected in the 1.88% rate in 2003 versus 1.98% in 2002, is directly related
to both the Company&#146;s strategy of acquiring higher value, more stable customers
on longer term contracts and an enhanced focus on customer retention. The
Company&#146;s focus on customer retention aims to ensure that customers receive
</FONT>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>


<P align="center"><FONT size="2"><I>19</I></FONT>

<P align="left"><FONT size="2">responsive, quality service at every point of contact with the Company.
The Company attributes the increase in prepaid churn to 2.82% in the current
year to the impact of competitive prepaid offers.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;One-way messaging (or &#147;paging&#148;) subscriber churn has remained relatively
stable on a year over year basis declining to 3.13% in 2003 from 3.20% in the
previous year. With 241,300 paging subscribers, the Company continues to view
paging as a profitable but mature business segment and recognizes that churn
will likely continue at relatively high rates as one-way messaging subscribers
increasingly migrate to two-way messaging and converged voice and data
services.
</FONT>

<P align="left"><FONT size="2"><I>Wireless Equipment Sales Revenue</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In 2003, revenue from wireless voice, data and messaging equipment sales
was $177.9&nbsp;million, up $40.9&nbsp;million, or 29.9%, from the prior year. The
increase in equipment revenues reflects both the higher cost of more
sophisticated handsets and devices and the significantly higher volume of
postpaid voice and data customer gross additions. However, this increase in
sales does not materially affect the Company&#146;s operating profit as the Company
generally sells equipment to distribution at a price approximating cost to
facilitate competitive pricing at the retail level.
</FONT>

<P align="left"><FONT size="2"><I>Wireless Operating Expenses</I>
</FONT>

<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="95%">
<TR valign="bottom">
    <TD width="3%">&nbsp;</TD>
    <TD width="59%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="7"><FONT size="1"><B>Years ended December</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="7"><FONT size="1"><B>31,</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="7"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center" colspan="2"><FONT size="1"><B>(In millions of dollars, except per subscriber statistics)</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2003</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2002</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Chg</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>% Chg</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">

<TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Operating
expenses<SUP>(1)(2)(3)</SUP></FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Cost of equipment sales</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">380.8</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">296.8</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">84.0</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">28.3</FONT></TD>
    <TD nowrap><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>

<TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Sales
and marketing expenses<SUP>(4)</SUP></FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">362.0</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">328.9</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">33.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">10.1</FONT></TD>
    <TD nowrap><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Operating, general and administrative expenses</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">737.5</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">738.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(0.6</FONT></TD>
    <TD><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD nowrap><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Management fees</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">11.3</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">11.0</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">0.3</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2.7</FONT></TD>
    <TD nowrap><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Total operating expenses</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">1,491.6</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">1,374.8</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">116.8</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">8.5</FONT></TD>
    <TD nowrap><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Average monthly operating expense per
subscriber before sales, marketing
and equipment margin<SUP>(1)(3)(4)</SUP></FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">17.87</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">18.81</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">(0.94</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(5.0</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Sales and marketing expenses per gross
subscriber addition (including equipment margin)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">376</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">366</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">10</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2.7</FONT></TD>
    <TD nowrap><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</CENTER>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">(1)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">As reclassified. See the &#147;-
Recent Accounting Developments - Revenue Recognition&#148; section.
</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">(2)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">The 2002 period presentation has been reclassified to conform to the
current presentation. Customer retention costs are included in
operating, general and administrative costs.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">(3)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">Operating expenses for the year ended December 2002 exclude the benefit
of the change in the estimate of sales tax and CRTC contribution
liabilities of $12.3&nbsp;million.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">(4)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">Sales and marketing expenses exclude margin on equipment sales.</FONT></TD>
</TR>
</TABLE>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Total
operating expenses were $1,491.6&nbsp;million, up 8.5% from $1,374.8
million in 2002. Cost of equipment sales increased by approximately
$84.0
million as a result of increased equipment revenues. These costs do not
materially affect the Company&#146;s operating profit as the Company generally sells
equipment to distributors at a price approximating cost to facilitate
competitive pricing at the retail level.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Operating,
general and administrative expenses decreased by $0.6&nbsp;million
in 2003 over 2002. The slight decrease is attributable to
savings related to more favourable roaming arrangements and
operating efficiencies across various functions offset by increased
customer care and retention spending. Retention spending includes
spending on retention programs, excluding equipment upgrades, costs
associated with the Company&#146;s customer loyalty and renewal programs and
payments to the Company&#146;s distributors for ongoing service of the Company&#146;s
existing customers. The Company is continually focused on operating
efficiencies and cost reduction programs which in turn have served to offset
the impact of the growth in the subscriber base, allowing operating profit
margins to expand.
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<P align="center"><FONT size="2"><I>20</I></FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Average monthly operating expense per subscriber, excluding sales and
marketing expenses and equipment cost of sales, decreased $0.94, or
5.0%, to
$17.87 in 2003, compared to $18.81 in 2002. This year-over-year reduction
reflects scale economies from the larger subscriber base, roaming cost
reductions, and improved efficiencies in call centre and network maintenance
operations offset by increased costs related to customer retention.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;At December&nbsp;31, 2003, the Company, as a result of its sales and retention
strategies, had approximately 67% of its postpaid wireless voice and data
subscriber base under contracts with an initial term of greater than 12&nbsp;months,
up from 61% at December&nbsp;31, 2002.
</FONT>

<P align="left"><FONT size="2"><I>Wireless Sales and Marketing Expenses</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The 10.1% year-over-year increase in total sales and marketing expenses
was due to higher variable acquisition costs associated with the 12.2%
year-over-year increase in the number of postpaid voice and data gross
additions. In addition, variable sales and marketing expenses increased in line
with the Company&#146;s strategy to attract higher value business customers and
customers on longer term contracts. The Company also invested more in
advertising and promotion on a year-over-year basis as it emphasized the value
proposition related to data and other product offerings. Sales and marketing
expenses per wireless subscriber gross addition were $376, an
increase of $10,
or $2.7%, from $366 in 2002, attributable to increases in equipment
subsidies required to match competitive offers.
</FONT>

<P align="left"><FONT size="2"><I>Wireless Operating Profit</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Revenue increased at a faster rate than expenses, resulting in operating
profit growth of $199.5&nbsp;million, or 38.6%, to $716.2&nbsp;million in 2003 from
$516.7&nbsp;million in 2002. Operating profit as a percentage of network revenue, or
operating profit margin, improved in 2003 to 35.3% from 29.4% in 2002.
</FONT>

<P align="left"><FONT size="2"><I>Reconciliation of Operating Profit to Net Income (Loss)</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Taking into account the o</I>ther income and expense items below operating
profit, the Company recorded net income of $137.8&nbsp;million in 2003, compared to
a loss of $90.7&nbsp;million in 2002. The improvement in net income of $228.5
million was primarily a result of: (1)&nbsp;a year-over-year increase in operating
profit of $199.5&nbsp;million, and (2)&nbsp;a stronger Canadian dollar resulting in an
increase in foreign exchange gain of $128.8&nbsp;million, which was partially offset
by an increase of $61.5&nbsp;million in depreciation and amortization expense due to
the increased fixed asset base and the accelerated amortization of the brand
licence, and a reduction in 2003 of the gain on repurchase of long-term debt of
$31.0&nbsp;million. Other income and expense items required to reconcile operating
profit to operating income and net income (loss)&nbsp;as defined under Canadian GAAP
are as follows:
</FONT>

<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="85%">
<TR valign="bottom">
    <TD width="54%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="7"><FONT size="1"><B>Years ended December 31,</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="7"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center"><FONT size="1"><B>(In millions of dollars)</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2003</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2002</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Chg</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>% Chg</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Operating profit<SUP>(1)</SUP></FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">716.2</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">516.7</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">199.5</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">38.6</FONT></TD>
    <TD nowrap><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Change in estimate of sales tax and
CRTC contribution liabilities</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">12.3</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(12.3</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Depreciation and amortization</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(518.6</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(457.1</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(61.5</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">13.5</FONT></TD>
    <TD nowrap><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Operating income</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">197.6</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">71.9</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">125.7</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">174.8</FONT></TD>
    <TD nowrap><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Interest expense on long-term debt</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(193.5</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(195.2</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1.7</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(0.9</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Foreign exchange gain</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">135.2</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">6.4</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">128.8</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Gain on repurchase of long-term debt</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">31.0</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(31.0</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Investment and other income</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">0.9</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">0.5</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">0.4</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">80.0</FONT></TD>
    <TD nowrap><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Income taxes</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(2.4</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(5.3</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2.9</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">54.7</FONT></TD>
    <TD nowrap><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Net income (loss)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">137.8</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">(90.7</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">228.5</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</CENTER>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">(1)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">As previously defined. See the
&#147;Key Performance Indicators &#151; Operating Profit&#148;
section.</FONT></TD>
</TR>
</TABLE>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<P align="center"><FONT size="2"><I>21</I></FONT>


<P align="left"><FONT size="2"><I>Depreciation and Amortization</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The year-over-year increase in depreciation and amortization expense was
primarily due to PP&#038;E expenditure levels in prior years and the resulting
higher fixed asset levels and depreciation relating to the GSM/GPRS network
overlay.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The cost of the AT&#038;T brand licence was deferred and amortized to expense
on a straight-line basis over the 15-year term of the brand licence agreement.
During 2003, the Company announced that it would terminate its brand licence
agreement in early 2004 and change its brand name to exclude the AT&#038;T brand.
Consequently, the Company accelerated the amortization of the brand licence to
reduce the carrying value to nil.
</FONT>

<P align="left"><FONT size="2"><I>Interest on Long-Term Debt</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The $1.7&nbsp;million reduction in interest expense in 2003, compared to 2002,
reflects the reduced debt levels in 2003. Long-term debt has declined to
$2.210&nbsp;billion at December&nbsp;31, 2003, from $2.360&nbsp;billion at December&nbsp;31, 2002.
The reduction in debt levels are directly related to the impact of the change
in foreign exchange related to the improvement in the Canadian dollar versus
the U.S. dollar.
</FONT>

<P align="left"><FONT size="2"><I>Foreign Exchange</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Canadian dollar continued to strengthen in relation to the U.S.
dollar, continuing the trend experienced in 2002, and accordingly, the Company
recorded a foreign exchange gain of $135.2&nbsp;million, compared to $6.4&nbsp;million in
2002, related to both realized and unrealized foreign exchange gains, primarily
as a result of the translation of the unhedged portion of U.S.
dollar-denominated long-term debt.
</FONT>

<P align="left"><FONT size="2"><I>Income Taxes</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Income taxes for 2003 consisted primarily of current income tax expense
related to the Federal Large Corporations Tax, offset by tax recoveries of
prior years.
</FONT>

<P align="left"><FONT size="2"><I>Additions to PP&#038;E</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Additions to
 PP&#038;E totaled $411.9&nbsp;million in 2003, a decrease of $152.7
million, or 27.0%, from $564.6&nbsp;million in 2002. Network-related additions to
 PP&#038;E of $338.2&nbsp;million included $251.3&nbsp;million for capacity expansion
of the GSM/GPRS network and transmission infrastructure and $66.1&nbsp;million for
expanded coverage as well as construction of new sites for improved coverage in
existing service areas and for expanded coverage. The Company has continued to
construct the infrastructure necessary for enhanced digital coverage and
lower-cost incremental capacity by adding channels on existing sites. The cost
to complete the deployment of GSM/GPRS equipment in the 850 MHz frequency band
that was initiated during the fourth quarter of 2002 and completed in late 2003
is included in the network capacity expansion costs above. The remaining
balance of $20.8&nbsp;million in network-related additions to
 PP&#038;E related primarily
to technical upgrade projects, the operational support systems, and the
addition of new services. Other Additions to PP&#038;E consisted of $51.1&nbsp;million
for information technology initiatives, $8.7&nbsp;million for the completion of the
expansion of the Company&#146;s headquarters facilities, and $13.9&nbsp;million for call
centres and other facilities and equipment.
</FONT>



<P align="left"><FONT size="2">EMPLOYEES
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Remuneration represents a material portion of the expenses of the Company.
The Company ended the year with approximately 2,360 full-time-equivalent
employees, an increase of 40 from 2,320 at December&nbsp;31, 2002. The increase in
staff was primarily concentrated in the areas of sales and marketing as the
Company focused its subscriber acquisition programs and service and retention
efforts on customer segments that would yield greater value to the Company.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Total remuneration paid to employees (both full and part-time) in 2003 was
approximately $164.2&nbsp;million, an increase of $5.3&nbsp;million
or 3.3% from $158.9
million in the prior year.
</FONT>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<P align="center"><FONT size="2"><I>22</I></FONT>



<P align="left"><FONT size="2">LIQUIDITY AND CAPITAL RESOURCES
</FONT>

<P align="left"><FONT size="2"><I>Operations</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Cash
generated from operations before changes in non-cash operating items, which is
calculated by adding all non-cash items including depreciation and
amortization, back to net income, increased to $522.0&nbsp;million in 2003 from
$310.6&nbsp;million in 2002. The $211.4&nbsp;million increase is mainly the result of the
increase in operating profit as discussed above.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Taking into account the changes in non-cash operating items for the 2003 fiscal
year, cash generated from operations increased by $132.2&nbsp;million
to $496.5
million compared to $364.3&nbsp;million in the previous year. The
change in working capital is mostly attributable to increased income
levels offset by increased levels of accounts receivable primarily
related to growth in network revenue.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Cash
flow from operations of $496.5&nbsp;million, together with $4.8&nbsp;million
received from the issuance of Class&nbsp;B Restricted Voting Shares under employee
share purchase plans and the exercise of employee options, resulted in total
funds raised in 2003 of approximately $501.3&nbsp;million.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;These
funds were used (1)&nbsp;to fund PP&#038;E expenditures (net of change
in non-cash working capital), of $499.6&nbsp;million, (2)
for net repayments under the Company&#146;s bank credit facility of $11.0&nbsp;million
and (3)&nbsp;for a $5.0&nbsp;million net repayment of capital leases and mortgages. In
total, $515.6&nbsp;million of funds were used in 2003, resulting in a cash deficit
of $14.3&nbsp;million for the year. Taking into account the $10.1&nbsp;million cash
balance at the beginning of the year, the cash deficit at the end of 2003 was
$4.2&nbsp;million.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company expects to continue to incur significant PP&#038;E expenditures.
In 2004, Rogers Wireless expects to incur PP&#038;E expenditures of between $400.0
million and $425.0, million primarily associated with the addition of network
capacity to accommodate subscriber additions, increases in usage, expansion of
geographical coverage and quality enhancements in certain areas of its network.
PP&#038;E expenditures also include amounts for information technology and general
PP&#038;E. The Company expects operating profit to increase in 2004 and the Company
anticipates generating a net cash surplus in 2004. Rogers Wireless believes
that it will have sufficient capital resources to satisfy its cash funding
requirements in 2004, taking into account cash from operations.
</FONT>

<P align="left"><FONT size="2"><I>Financing</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company&#146;s long-term financial instruments are described in Note 8 to
the Consolidated Financial Statements. Financing activity is outlined below.
</FONT>


<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company&#146;s required repayments on all long-term debt in the next five
years totals $1.24&nbsp;billion, excluding an aggregate $2.5&nbsp;million effect of
cross-currency interest rate exchange agreements. In 2004 and 2005, required
repayments total $3.3&nbsp;million. In 2006, required repayments total $182.7
million, mainly comprised of $160.0&nbsp;million for the repayment of the 10 1/2%
Senior Secured Notes due 2006 and $22.2&nbsp;million for the repayment of a mortgage
due 2006. In 2007, required repayments total $485.1&nbsp;million, mainly comprised
of $253.5&nbsp;million for the repayment of the 8.30% Senior Secured Notes due 2007
and $231.4&nbsp;million for the repayment of the 8.80% Senior Subordinated Notes due
2007. In 2008, required repayments total $568.6&nbsp;million, comprised of $430.6
million for the repayment of the 9 3/8% Senior Secured Debentures due 2008 and
$138.0&nbsp;million outstanding under the bank credit facility at December&nbsp;31, 2003.
The three debt issues that mature in 2007 and 2008 are currently redeemable.
The Company is considering whether or not to redeem one or more of these debt
issues, which may involve the incurrence of debt.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company&#146;s bank credit facility, amended in April 2001, provides a
revolving facility of up to $700.0&nbsp;million, and the Company also has an
operating line of credit that provides for up to $10.0&nbsp;million. The terms of
the bank credit facility generally impose the most restrictive limitations on
the Company&#146;s operations and activities, as compared to the Company&#146;s other
debt instruments. The most significant of these restrictions are debt
incurrence and maintenance tests based upon certain ratios of debt to adjusted
operating profit. The Company is currently in compliance with all of the
covenants under its respective debt instruments, and it expects to remain in
compliance with all of these
</FONT>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<P align="center"><FONT size="2"><I>23</I></FONT>
<P align="left"><FONT size="2">covenants. Based on the Company&#146;s most restrictive covenants at December
31, 2003, the Company could have borrowed over $1.8&nbsp;billion of additional
long-term debt, of which $562.0&nbsp;million could have been borrowed under its bank
credit facility.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Rogers Wireless&#146; $700.0&nbsp;million amended bank credit facility reduces by
20% on April&nbsp;30, 2006 and again on April&nbsp;30, 2007, with the final 60% reduction
on April&nbsp;30, 2008. However, the bank credit facility will mature on May&nbsp;31,
2006 if the Company&#146;s Senior Secured Notes due 2006 are not repaid (by
refinancing or otherwise) on or prior to December&nbsp;31, 2005. If these Notes are
repaid, but the Company&#146;s Senior Secured Notes due 2007 are not repaid (by
refinancing or otherwise) on or prior to April&nbsp;30, 2007, then the bank credit
facility will mature on September&nbsp;30, 2007.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On October&nbsp;24, 2003, Moody&#146;s Investor Services changed the ratings outlook
on the Company&#146;s Senior Secured and Senior Subordinated public debt, which are
rated Ba3 and B2 respectively, to positive from stable. In addition, on
October&nbsp;30, 2003, Standard &#038; Poor&#146;s revised its ratings outlook on the
Company&#146;s Senior Secured and Senior Subordinated public debt, which are rated
BB&#043; and BB- respectively, to positive from stable. On
April&nbsp;11, 2003 Fitch Ratings changed the ratings outlook on the
Company&#146;s Senior Secured and Senior Subordinated public debt,
which are rated BBB- and BB respectively, to stable from
negative.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company does not have any off-balance sheet arrangements other than
the cross-currency interest rate exchange agreements described below.
</FONT>

<P align="left"><FONT size="2"><I>Interest Rate and Foreign Exchange Management</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company uses derivative financial instruments to manage its risks from
fluctuations in foreign exchange and interest rates. These instruments include
interest rate and cross-currency interest rate exchange agreements, foreign
exchange forward contracts and, from time-to-time, foreign exchange option
agreements. All such agreements are used for risk management purposes only and
are designated as a hedge of specific debt instruments. In order to minimize
the risk of counterparty default under these agreements, Rogers Wireless
assesses the creditworthiness of these counterparties. At December&nbsp;31, 2003,
all of the Company&#146;s counterparties to these agreements were financial
institutions with a Standard &#038; Poor&#146;s rating (or other equivalent) ranging from
A&#043; to&nbsp;AA.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Because the Company&#146;s operating profit is almost exclusively denominated
in Canadian dollars, the incurrence of U.S. dollar-denominated debt has caused
significant foreign exchange exposure. The Company has established a target of
hedging at least 50% of its foreign exchange exposure through the use of
instruments outlined above. At December&nbsp;31, 2003 and 2002, the Company had
U.S. dollar-denominated long-term debt of U.S.$1,353.3&nbsp;million. At December
31, 2003 and 2002, U.S.$885.0&nbsp;million or 65.4% was hedged with cross-currency
interest rate exchange agreements at an average exchange rate of $1.4466 to
U.S.$1.00.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The cross-currency interest rate exchange agreements have the effect of
converting the interest rate on U.S.$500.0&nbsp;million of long-term debt from an
average U.S. dollar fixed interest rate of 9.63% per annum to a weighted
average Canadian dollar fixed interest rate of 10.29% per annum on $779.7
million. The interest rate on an additional U.S.$385.0&nbsp;million has been
converted from a U.S. dollar fixed interest rate of 9.38% per annum to $500.5
million at a weighted average floating interest rate equal to the Canadian
bankers&#146; acceptance rate plus 2.35% per annum, which totaled 5.11% at December
31, 2003, compared to 5.22% at December&nbsp;31, 2002.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Total long-term debt at fixed interest rates at December&nbsp;31, 2002 and 2003
was $1,170.6&nbsp;million and $1,571.1&nbsp;million, or 72.5% and 71.1%, respectively, of
total long-term debt. The Company&#146;s effective weighted average interest rate
on all long-term debt as at December&nbsp;31, 2003, including the effect of the
interest rate and cross-currency exchange agreements, was 8.32% per annum,
compared to 8.42% at December&nbsp;31, 2002.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company will continue to monitor its hedged position with respect to
interest rate and foreign exchange fluctuations and, depending upon market
conditions and other factors, may adjust its hedged position with respect to
foreign exchange fluctuations or interest rates in the future by unwinding
certain existing hedges and/or by entering into new cross-currency interest
rate exchange agreements or by using other hedging instruments.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following table summarizes the effect of changes in the foreign
exchange rate on the unhedged portion of the Company&#146;s U.S. dollar-denominated
debt and the resulting change in the principal carrying amount of debt,
interest expense and earnings per share based on a full year impact.
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<P align="center"><FONT size="2"><I>24</I></FONT>
<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="55%">
<TR valign="bottom">
    <TD width="9%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="10%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="9%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="10%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="12%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="12%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Change in</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Change in</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>debt principal</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>interest</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Earnings</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>amount</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>expense</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>per</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Change in Cdn$ vs. US$<SUP>(1)</SUP></B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>($ millions)</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>($ millions)</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>share<SUP>(2)</SUP></B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">0.01</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">4.7</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">0.4</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">0.036</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">0.03</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">14.0</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1.2</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">0.108</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">0.05</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">23.4</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">0.179</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">0.10</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">46.8</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">4.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">0.359</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</CENTER>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">(1)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">Canadian equivalent of unhedged U.S. dollar-denominated debt if U.S.
dollar costs an additional Canadian cent.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">(2)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">Assumes no income tax effect. Based on the number of basic shares
outstanding as at December&nbsp;31, 2003.</FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;At December&nbsp;31, 2003, interest expense would have increase by $6.4&nbsp;million
per year if there was a 1% increase in the interest rates on the portion of the
Company&#146;s long-term debt that is not at fixed interest rates.
</FONT>



<P align="left"><FONT size="2">INTERCOMPANY AND RELATED PARTY TRANSACTIONS
</FONT>
<P align="left"><FONT size="2">The Company has entered into a number of intercompany agreements with RCI, the
Company&#146;s parent, and its other subsidiaries. These agreements govern the
management, commercial and cost-sharing arrangements that the Company has with
RCI and its other subsidiaries, including Rogers Cable. The Company also has
entered into a number of agreements with AT&#038;T Wireless, which holds a
significant equity interest in the Company and other companies previously
affiliated with AT&#038;T Wireless. The AT&#038;T Wireless agreements principally relate
to commercial matters and the Company&#146;s corporate governance. The RCI and AT&#038;T
Wireless agreements and arrangements are summarized below.
</FONT>

<P align="left"><FONT size="2">The Company monitors intercompany and related party agreements to ensure the
agreements remain beneficial to the Company. The Company continually
evaluates the expansion of existing arrangements and the entry into new
agreements. The Company&#146;s agreements with the Rogers group of companies have
historically focused on areas of operations in which joint or combined services
provide efficiencies of scale or other synergies. For example, beginning in
late 2001, RCI began managing the customer call center operations of both the
Company and Rogers Cable, with a goal of improving productivity, increasing
service levels and reducing cost.
</FONT>

<P align="left"><FONT size="2">Most recently, the Company&#146;s arrangements with RCI and its other subsidiaries
are increasingly focusing on sales and marketing activities. In February&nbsp;2004,
the Company&#146;s board of directors approved two additional arrangements between
Rogers Cable and the Company:
</FONT>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2">&#149;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2"><I>Distribution. </I>The Company will provide management services to
Rogers Cable in connection with the distribution of Rogers Cable
products and services through retail outlets and dealer channels and
will also manage Rogers Cable&#146;s e-commerce relationships. The Company
also may manage other distribution relationships for Rogers Cable if
mutually agreed by Rogers Cable and the Company.
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2">&#149;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2"><I>Rogers Business Services. </I>The Company will establish a division,
Rogers Business Solutions, that will provide a single point of contact
to offer the full range of the Company&#146;s products and services and
Cable&#146;s products and services to small and medium businesses and, in
the case of telecommunication virtual private network services, to
corporate business accounts and employees.
</FONT></TD>
</TR>
</TABLE>

<P align="left"><FONT size="2">The definitive terms and conditions of the agreements between Rogers Cable and
the Company relating to these arrangements will be subject to the approval of
the audit committee of the Company&#146;s board of directors.
</FONT>

<P align="left"><FONT size="2">In addition, the Company continues to look for other operations and activities
that it can share or jointly operate with other companies within the Rogers
group. Specifically, the Company is considering the expansion of intercompany
arrangements relating to sales and marketing activities as well as other
arrangements that may result in greater integration with other companies within
the Rogers group. The Company may also provide billing and other services to
Rogers Cable in connection with its launch of local telephony services. In the future, market conditions may require the Company
to further strengthen its arrangements to better coordinate and integrate its
sales and marketing and operational activities with its affiliated companies.
Any new arrangements, including the proposed new arrangements described above,
will be entered into only if the Company believes such arrangements are in the
Company&#146;s best interest.
</FONT>

<P align="left"><FONT size="2"><B><I>AT&#038;T Arrangements</I></B>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In November 1996, the Company entered into a long-term strategic alliance
with AT&#038;T Corp. (&#147;AT&#038;T&#148;), AT&#038;T&#146;s affiliate, AT&#038;T Canada Enterprises Inc. (&#147;AT&#038;T
Canada Enterprises&#148;) and its then affiliates, AWE and AT&#038;T Canada Inc. (&#147;AT&#038;T
Canada&#148;). AT&#038;T Canada, now renamed Allstream Inc., offers local and
long-distance telephone and data transmission services to business customers in
Canada. This strategic alliance included, among other things, a brand licence
agreement under which the Company was granted a licence to use, on a co-branded
basis, the AT&#038;T brand in connection with the marketing of wireless
communications services.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In 1999, the Company entered into a renewed long-term strategic alliance
with AWE, AT&#038;T Canada Enterprises and AT&#038;T Canada involving a number of
agreements. In January 2003, the Company&#146;s supply and marketing agreement and
non-competition agreement with AT&#038;T Canada were terminated. The relevant
agreements between the Company and AWE, AT&#038;T Canada Enterprises or AT&#038;T Canada,
as applicable, are described below.
</FONT>

<P align="left"><FONT size="2"><I>Brand Licence Agreement</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company entered into an amended brand licence agreement with AT&#038;T
Canada Enterprises under which it was granted a licence to use the AT&#038;T brand
on a co-branded basis in connection with the marketing of the Company&#146;s
wireless services. In December 2003, the Company and AT&#038;T Canada Enterprises
amended the brand licence agreement to permit the Company to terminate the
agreement at any time, but not later than March&nbsp;31, 2004. The Company has
given notice of termination that will become effective March&nbsp;8, 2004.
Following a windup period of nine months, the Company will cease to use the
AT&#038;T brand and will thereafter carry on business as Rogers Wireless. The
Company is required to pay a royalty of approximately $2.5&nbsp;million per month to
AT&#038;T Canada Enterprises during the windup period until the Company ceases to
advertise using the AT&#038;T brand.
</FONT>

<P align="left"><FONT size="2"><I>AWE Investment in the Company</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In 1999, as part of the renewed strategic alliance, AT&#038;T and British
Telecommunications plc (&#147;BT&#148;) created JVII, a partnership that was 50%
indirectly owned by each of AT&#038;T Corp. and BT Corp. Through JVII, AT&#038;T and BT acquired an
equity interest of approximately 33 1/3% in the Company for a purchase price of
approximately $1.4&nbsp;billion in 1999. In preparation for its spin-off of AWE,
AT&#038;T Corp. transferred its interest in JVII to AWE. In June 2001, AWE acquired BT&#146;s
interest in JVII. Also in 2001, through JVII, AWE participated in an equity
rights offering to finance the Company&#146;s acquisition of additional spectrum
licences. AWE&#146;s equity interest in the Company is currently approximately
34.2%. As described below, there are certain rights and restrictions
associated with any future sale of this interest in Rogers Wireless that JVII
might contemplate.
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<P align="center"><FONT size="2"><I>25</I></FONT>
<P align="left"><FONT size="2"><I>Mobile Wireless Marketing, Technology and Services Agreement</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company entered into an amended and restated mobile wireless
marketing, technology and services agreement with AWE that enables them to
share marketing and technology information and requires the parties to work
together to develop networks with common features for their respective
subscribers. This agreement may be terminated at any time by either party.
No amounts are payable under the agreement.
</FONT>

<P align="left"><FONT size="2"><I>Roaming Agreements</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company maintains a reciprocal roaming agreement with AWE whereby AWE
provides wireless communications services to the Company&#146;s subscribers when
they travel to the U.S. and the Company provides the same services to AWE
subscribers when they travel to Canada. This agreement may be terminated upon
short notice by either party.
</FONT>


<P align="left"><FONT size="2"><I>Over-the-Air Activation Agreement</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company currently utilizes the services of AWE for automated
&#147;over-the-air&#148; (&#147;OTA&#148;) programming of subscriber handsets. The current
agreement with AWE expires March&nbsp;31, 2004, at which time the Company will
assume responsibility for OTA programming.
</FONT>

<P align="left"><FONT size="2"><B><I>Shareholders Agreement</I></B>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In connection with the JVII investment described above, the Company, RCI,
and JVII entered into a shareholders agreement. Pursuant to the shareholders
agreement, RCI has agreed as a shareholder of the Company to cause JVII to have
the following rights:
</FONT>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">various governance rights with respect to the Company and its
wholly-owned subsidiary, RWI, including the ability to nominate four
directors to each Board of Directors and representation on each
committee of such Boards of Directors;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">the ability to nominate any Chief Technology Officer for the Company or RWI;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">the requirement for JVII&#146;s consent to certain transactions involving the Company or RWI including:</FONT></TD>
</TR>
</TABLE>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="7%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#150;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="89%"><FONT size="2">a sale of all or substantially all of its assets, including a sale of control of RWI;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#150;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">a decision by the Company or any
of its subsidiaries including RWI to carry on a business other than specified wireless businesses;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#150;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">certain issuances of equity securities by the Company;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#150;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">the entering into by the Company with certain competitors of
AWE of any material contract which is outside the ordinary course of
business of the Company.</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#150;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">certain amalgamations, mergers or business combinations; and</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#150;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">the entering into of certain related party transactions;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#150;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">the issuance of indebtedness by the Company that would result
in total indebtedness for borrowed money outstanding in excess of
five times earnings before interest, taxes, depreciation and
amortization (&#147;EBITDA&#148;) based on 12-month trailing EBITDA calculated
on a consolidated basis;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#150;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">the grant by RCI to JVII of
a right to make a first offer and a right of first negotiation in
respect of that offer if RCI wishes to transfer its shares of the
Company (other than to members of the Rogers group of companies or
pursuant to other exceptions).</FONT></TD>
</TR>

</TABLE>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The shareholders agreement also provides for, among other things:
</FONT>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">JVII&#146;s agreement to support any going-private transaction relating to
the Company which is initiated by RCI and which does not dilute JVII&#146;s
equity and voting interest in the Company, subject to certain liquidity
rights in favour of AWE;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">a requirement that JVII convert all of the Class&nbsp;A Multiple Voting
Shares owned by it into Class&nbsp;B Restricted Voting Shares if any person
other than AWE and permitted transferees become the beneficial owners
of, directly or indirectly, more than a majority of the equity shares of
JVII, or have the power, in law or in fact, to direct the management and
policies of JVII;</FONT></TD>
</TR>
</TABLE>

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<P align="center"><FONT size="2"><I>26</I></FONT>




<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">the grant by RCI to JVII of the right to make a first offer, and a
right of first negotiation in respect to that offer, if RCI wishes to
sell any shares of the Company (other than to members of the Rogers
group of companies, the Rogers Family or pursuant to other exceptions);</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">the grant by JVII to RCI of the right to make a first offer, and a
right of first negotiation in respect to that offer, if JVII decides to
sell any of its shares of the Company;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">certain shotgun rights of first refusal in the event that a material
competitor of AWE acquires control of RCI at a time when, among other
requirements, the Brand Licence Agreement is in effect (the Company on
March&nbsp;8, 2004 will begin transitioning its branding to Rogers Wireless
from Rogers AT&#038;T Wireless); and</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">the Company has agreed that if the Company proposes to issue treasury
shares, each of RCI and JVII has a pre-emptive right to purchase
additional shares of the Company in order to maintain their respective
voting and equity interests in the Company (subject to exceptions).</FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If JVII notifies RCI that it wishes to sell all or any portion of its
shares of the Company and if RCI does not purchase those shares under its right
of first offer and right of first negotiation, JVII may sell the shares to
third parties provided, amongst other things, that (i)&nbsp;any Class&nbsp;A Multiple
Voting Shares of the Company to be sold are first converted into Class&nbsp;B
Restricted Voting Shares, (ii)&nbsp;such shares are sold to any third party at a
price greater than the highest price offered to RCI under its right of first
offer and first negotiation and (iii)&nbsp;JVII may not sell to any one third party,
shares representing more than 5% of the equity of the Company (or 10% in the
case of certain service providers to the Company) to any one party.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The shareholders agreement terminates in certain circumstances, including
(subject to exceptions) in the event that JVII ceases to own at least 20% of
the equity shares of the Company.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Concurrently with entering into of the shareholders agreement, the Company
entered into a registration rights agreement with JVII. Under that agreement,
in connection with a sale by JVII of shares of the Company to a third party or
parties, JVII is entitled, subject to certain limitations, to require the
Company to qualify the sale of such shares pursuant to a prospectus or
registration statement filed with Canadian or U.S. securities regulators.
</FONT>

<P align="left"><FONT size="2"><B><I>RCI Arrangements</I></B>
</FONT>

<P align="left"><FONT size="2"><I>Management Services Agreement</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company has entered into a management services agreement with RCI
under which RCI provides executive, administrative, financial, strategic
planning, information technology and various additional services to the
Company. Those services relate to, among other things, assistance with tax
advice, Canadian regulatory matters, financial advice (including the
preparation of business plans and financial projections and the evaluation of
PP&#038;E expenditure proposals), treasury services, service to the Company&#146;s Boards
of Directors and committees of the Boards of Directors, and advice and
assistance on relationships with employee groups, internal audits, investor
relations, purchasing and legal services. In return for these services, the
Company has agreed to pay RCI fees equal to the greater of $8&nbsp;million per year
(adjusted for changes in the Canadian Consumer Price Index from January&nbsp;1,
1991) and an amount determined by both RCI and the independent directors
serving on the Company&#146;s Audit Committee. The Company also has agreed to
reimburse RCI for all out-of-pocket expenses incurred with respect to services
provided to it by RCI under the management services agreement.
</FONT>

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<P align="center"><FONT size="2"><I>27</I></FONT>
<P align="left"><FONT size="2"><I>Call Centres</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company is a party to an agreement with RCI pursuant to which RCI
provides customer service functions through its call centres. The Company pays
RCI commissions for new subscriptions, products and service options purchased
by subscribers through the call centres. The Company reimburses RCI for the
cost of providing these services based on the actual costs incurred. The
Company is not obligated to pay additional amounts and may receive a refund if
costs, based on actual call volume multiplied by an agreed upon cost per call
rate, are higher than actual costs. In addition, the Company owns the assets
used in the provision of services. This agreement is for an indefinite term
and is terminable upon ninety days notice.
</FONT>

<P align="left"><FONT size="2"><I>Invoicing of Common Customers</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to an agreement with Rogers Cable, the Company purchases the
accounts receivable of Rogers Cable for common subscribers who elect to receive
a consolidated invoice. The Company is compensated for costs of bad debts,
billing costs and services and other determinable costs by purchasing these
receivables at a discount. The discount is based on actual costs incurred for
the services provided and is reviewed periodically. This agreement is for a
term of one year.
</FONT>

<P align="left"><FONT size="2"><I>Accounts Receivable</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;RCI manages the subscriber account collection activities of the Company.
The Company is responsible, however, for the costs incurred in the collection
and handling of the Company&#146;s accounts.
</FONT>

<P align="left"><FONT size="2"><I>Real Estate</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company leases, at market rates, office space to RCI and RCI&#146;s
subsidiaries. RCI also manages the real estate leased or owned by the Company.
The Company reimburses RCI for the costs it incurs based on various factors,
including the number of sites managed and employees utilized.
</FONT>

<P align="left"><FONT size="2"><I>Wireless Services</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company provides wireless services to RCI and its subsidiaries. The
fees received by the Company are based on actual usage at market rates.
</FONT>

<P align="left"><FONT size="2"><I>Distribution of Company&#146;s Products and Services</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Rogers Cable and the Company have entered into an agreement for the sale
of the Company&#146;s products and services through the Rogers Video retail outlets
owned by Rogers Cable. The Company pays Rogers Cable commissions for new
subscriptions equivalent to amounts paid to third-party distributors.
</FONT>

<P align="left"><FONT size="2"><I>Distribution of Rogers Cable&#146;s Products and Services</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company has agreed to provide retail field support to Rogers Cable and
to represent Rogers Cable in the promotion and sales of its business products
and services. Under the retail field support agreement, the Company&#146;s retail
sales representatives receive sales commissions for achieving sales targets
with respect to Rogers Cable&#146;s products and services, the cost of which to the
Company is reimbursed by Rogers Cable.
</FONT>

<P align="left"><FONT size="2"><I>Transmission Facilities</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company has entered into agreements with Rogers Cable to share the
construction and operating costs of certain co-located fibre-optic transmission
and microwave facilities. The costs of these facilities are allocated based on
usage or ownership, as applicable. Since there are significant fixed costs
associated with these transmission links, the Company has achieved economies of
scale by sharing these facilities with Rogers Cable, resulting in reduced
capital costs.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, the Company receives payments from Rogers Cable for the use
of its data, circuits, data transmission and links. The price of these
services is based on usage.
</FONT>

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<P align="center"><FONT size="2"><I>28</I></FONT>
<P align="left"><FONT size="2"><I>Advertising</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company advertises its products and services through radio stations
and other media outlets owned by Rogers Media. The Company receives a discount
from the customary rates of Rogers Media.
</FONT>

<P align="left"><FONT size="2"><I>Other Cost Sharing and Services Agreements</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company has entered into other cost sharing and services agreements
with RCI and its subsidiaries in the areas of accounting, purchasing, human
resources, accounts payable processing, remittance
processing, payroll processing, e-commerce, the RCI data centre and other
common services and activities. Generally, these services are provided to the
Company and other RCI subsidiaries by RCI and have renewable terms of one year
and may be terminated by either party on 30 to 90&nbsp;days notice. To the extent
that RCI incurs expenses and makes PP&#038;E expenditures, these costs are typically
reimbursed by the Company, on a cost recovery basis, in accordance with the
services provided on behalf of the Company by RCI.
</FONT>

<P align="left"><FONT size="2"><I>Corporate Opportunity</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company has agreed with RCI under a business areas and transfer
agreement that RCI will, subject to any required regulatory, lender or other
approvals, continue to conduct all of its cellular telephone operations and
related mobile communications businesses through the Company.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In July 1999, the business areas and transfer agreement was amended to
permit RCI and its subsidiaries, other than the Company and its subsidiaries,
to resell the wireless communications services and products that the Company
may agree to supply to RCI and its subsidiaries.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;RCI has also agreed with the Company that if RCI acquires, through one or
more transactions, a controlling interest in assets or operations that are
within Rogers Wireless&#146; permitted businesses, as described below, RCI will,
subject to any required regulatory, lender or other approvals, promptly offer
to transfer RCI&#146;s interest in those assets and operations to Rogers Wireless
for a purchase price equal to RCI&#146;s cost, if readily determinable, or otherwise
RCI&#146;s determination of fair value of the assets, plus, in either case, costs
and expenses incurred by RCI in transferring the assets and operations to
Rogers Wireless. If RCI&#146;s determination of fair value with respect to any such
offer is in excess of $10.0&nbsp;million and if the Company&#146;s independent directors
disagree with such determination, then the fair value shall be determined by an
independent appraiser chosen by the independent directors of the Company.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In order to reduce difficulties that may arise in allocating business
opportunities, the Company&#146;s Articles of Incorporation, as amended, provide
that, unless the holders of a majority of its Class&nbsp;A Multiple Voting Shares
otherwise consent, it is prohibited from engaging, directly or indirectly
through its subsidiaries, in businesses other than (i)&nbsp;the business that it
engaged in on June&nbsp;17, 1991 and (ii)&nbsp;mobile communications services. At
present, RCI holds the majority of the Company&#146;s Class&nbsp;A Multiple Voting
Shares.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Mobile communications services are defined as communications services
where either the terminal from which the communications originated or on which
the communications are alternately received or both, are mobile radio
communications devices (including, in each case, mobile communications devices
that are being used in a fixed mode). These include, but are not limited to,
cellular telephone equipment sales and related services, paging and mobile
voice/data equipment sales and related services, local area personal
communications networks and all activities reasonably necessary or incidental
thereto.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In August 1999, as part of the shareholders agreement with JVII, RCI
irrevocably consented to the Company and its subsidiaries carrying on wireline
telecommunications businesses outside of the cable territories operated by
affiliates of RCI, subject to the Company complying with its contractual and
other legal obligations to JVII. The foregoing limitations automatically
terminate and the Company may thereafter engage in any lawful business at such
time as RCI no longer holds, directly or indirectly, capital stock of the
Company representing 20% or more of the combined voting power of all of its
outstanding capital stock.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company&#146;s Articles of Incorporation provide that neither it nor any
shareholder of Rogers Wireless will have a claim against RCI or any director or
officer thereof, or of an affiliate, for a breach of a fiduciary duty on
account of a diversion of a corporate opportunity unless:
</FONT>

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<P align="center"><FONT size="2"><I>29</I></FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">the opportunity related solely to a business in which the Company is
authorized to engage, and</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">the Company&#146;s directors who are not affiliated with RCI have not
disclaimed the opportunity by majority vote thereof.</FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For purposes of the Company&#146;s Articles of Incorporation, &#147;solely&#148; means,
with respect to any entity, that 80% or more of its revenues or assets is
derived from or dedicated to businesses in which the Company is permitted to
engage. Notwithstanding such limitations on liability in the Company&#146;s Articles
of Incorporation, the Company&#146;s directors and officers are subject to a
statutory duty of good faith under the Canada Business Corporations Act and
this duty is not waived by the provisions of the Company&#146;s Articles of
Incorporation.
</FONT>

<P align="left"><FONT size="2"><I>Minority Shareholders Protection Agreement</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company has entered into a shareholder protection agreement with RCI
that extends certain protections to holders of the Company&#146;s Class&nbsp;B Restricted
Voting Shares (&#147;RWCI&#146;s Restricted Voting Shares&#148;). The Company has agreed with
RCI that:
</FONT>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">in respect to a &#147;going-private&#148; transaction involving the Company
proposed by RCI or insiders, associates or affiliates thereof:</FONT></TD>
</TR>
</TABLE>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="7%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#150;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="89%"><FONT size="2">a formal valuation of RWCI&#146;s Restricted Voting Shares will be
prepared by an independent valuer,</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#150;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">the consideration offered per share will not be less than the
value or will be within or exceed the range of values per share
arrived at in the formal valuation, and</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#150;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">such transaction will be subject to approval by the majority of
the minority of RWCI&#146;s Restricted Voting Shares (minority
shareholders will exclude the Company&#146;s affiliates); and</FONT></TD>
</TR>
</TABLE>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">in respect to an issuer bid or insider bid made by RCI or any of its subsidiaries relating to the Company:</FONT></TD>
</TR>
</TABLE>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="7%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#150;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="89%"><FONT size="2">a formal valuation will be prepared by an independent valuer, and</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#150;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">the consideration offered per share to holders of RWCI&#146;s
Restricted Voting Shares will not be less than 66 2/3% of the value
(or of the midpoint of the range of values) arrived at in the formal
valuation.</FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company and RCI have also agreed under the terms of the shareholder
protection agreement that a committee of independent directors of the Company
will be responsible for the selection of the independent valuer and will review
and report to the Board of Directors on any transaction. The Board of Directors
will be required to disclose its reasonable belief as to the desirability or
fairness of the transaction to holders of RWCI&#146;s Restricted Voting Shares.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The shareholder protection agreement provides certain instances in which a
transaction is not subject to the valuation and minority approval requirements,
including if the price to be offered to all shareholders is arrived at through
arm&#146;s length negotiations with a selling holder of a sizeable block of RWCI&#146;s
Restricted Voting Shares, provided such holder had full knowledge and access to
information concerning the Company. Further, a going-private transaction will
not be subject to minority shareholder approval where 90% or more of the
outstanding RWCI&#146;s Restricted Voting Shares are held by RCI or its affiliates.
RCI has agreed that, so long as RCI owns or controls shares representing 50% or
more of the voting interest of the shares of the Company, RCI will not vote any
of RWCI&#146;s Restricted Voting Shares which it may own or control with respect to
the election of the three directors to be elected by the holders of RWCI&#146;s
Restricted Voting Shares as a class.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The provisions of the shareholder protection agreement may not be waived
or amended by the Company or RCI without the approval of the majority of
holders of RWCI&#146;s Restricted Voting Shares, excluding any holder who was an
affiliate of the Company. The rights and obligations under the shareholder
protection agreement are in addition to any applicable requirements of law and
regulatory authorities.
</FONT>

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<P align="center"><FONT size="2"><I>30</I></FONT>

<P align="left"><FONT size="2"><B><I>Summary of Charges From (To) Related Parties</I></B>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
following table provides a summary of all significant charges from
(to) related parties, which have been accounted for at exchange amounts:
</FONT>

<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="65%">
<TR valign="bottom">
    <TD width="5%">&nbsp;</TD>
    <TD width="59%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD colspan="2"><FONT size="1"><B>(in thousands of dollars)</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2003</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2002</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">RCI:</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Management fees</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">11,336</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">11,006</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Rent income</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(7,980</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(8,144</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>

<TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Wireless
products and services</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(978</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(79</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Cost of shared operating expenses</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">192,292</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">208,257</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Cost of PP&#038;E<SUP>(1)</SUP></FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">24,656</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">37,418</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">219,326</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">248,458</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Cable:</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Wireless products and services for
resale</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(14,926</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(10,116</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Subscriber activation commissions
and customer service</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">9,511</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">8,817</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Rent income</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(3,516</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(3,587</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>

<TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Wireless
products and services</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(2,355</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(2,214</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>

<TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Consolidated
billing services</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(1,499</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(655</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Transmission facilities usage</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">440</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">440</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(12,345</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(7,315</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Media:</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Advertising</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">3,000</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2,940</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Rent income</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(8,493</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(1,881</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Wireless services</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(516</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(181</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(6,009</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">878</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">AWE:</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Roaming revenue</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(13,030</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(13,910</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Roaming expense</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">13,628</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">18,028</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Over-the-air activation</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">292</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">680</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">890</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">4,798</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">201,862</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">246,819</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</CENTER>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">(1)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">Cost of PP&#038;E relates primarily to expenditures on information technology
infrastructure and call centre technologies.</FONT></TD>
</TR>
</TABLE>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company has entered into certain transactions with companies, the
partners or senior officers of which are directors of the Company and RCI.
During 2003 and 2002, total amounts paid by the Company to these related
parties for legal services and commissions paid on premiums for insurance
coverage aggregated $1.5&nbsp;million and $1.7&nbsp;million, respectively, and for
interest charges aggregated $12.0&nbsp;million and $8.3&nbsp;million, respectively.
</FONT>

<P align="left"><FONT size="2">OUTSTANDING SHARE DATA
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Set out below is the outstanding share data for the Company as at December
31, 2003. For additional detail, please see Note 9 to the Consolidated
Financial Statements.
</FONT>

<DIV align="center">
<TABLE cellspacing="0" border="0" cellpadding="0" width="65%">
<TR valign="bottom">
    <TD width="82%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">

<TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2"><U>Common
Shares</U></FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Class&nbsp;A Multiple Voting</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">90,468,259</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Class&nbsp;B Restricted Voting</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">51,430,178</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">

<TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2"><U>Options
to Purchase Class&nbsp;B Restricted Voting Shares</U></FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Outstanding Options</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">4,227,097</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Exercisable Options</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2,291,372</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</DIV>

<P align="left"><FONT size="2">DIVIDENDS
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company did not pay dividends in 2003 or 2002.
</FONT>

<P align="left"><FONT size="2">COMMITMENTS AND CONTRACTUAL OBLIGATIONS
</FONT>

<P align="left"><FONT size="2"><I>Contractual Obligations</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company&#146;s material obligations under firm contractual arrangements are
summarized below as at December&nbsp;31, 2003. See also Notes 8(j) and 16(b) of the
Consolidated Financial Statements.
</FONT>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<P align="center"><FONT size="2"><I>31</I></FONT>

<DIV align="center">
<TABLE cellspacing="0" border="0" cellpadding="0" width="85%">
<TR valign="bottom">
    <TD width="44%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
</TR>

<TR  valign="bottom">
    <TD nowrap align="left"><FONT size="1"><B>Contractual Obligations</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="19"><FONT size="1"><B>Payments due by period</B></FONT></TD>
</TR>

<TR  valign="bottom">
    <TD nowrap align="left"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="19"><HR size="1" noshade></TD>
</TR>

<TR  valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Less than</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>More than</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
</TR>

<TR  valign="bottom">
    <TD nowrap align="left"><FONT size="1"><B>(in thousands of dollars)</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>1 year</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>1-3 years</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>3-5 years</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>5 years</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Total</B></FONT></TD>
</TR>

<TR  valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
<TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Long-term debt<SUP>(1)</SUP></FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">160,000</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">1,053,485</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">833,469</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">2,046,954</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Mortgages and capital leases</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2,378</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">23,579</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">228</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">26,185</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Operating leases</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">34,394</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">54,526</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">26,330</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">19,342</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">134,592</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Purchase obligations<SUP>(2)</SUP></FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">75,354</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">19,362</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">22,948</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">5,811</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">123,475</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Other long-term liabilities
reflected on the Balance
Sheet under GAAP</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR  valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="19"><HR size="1" noshade></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Total</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">112,126</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">257,467</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">1,102,991</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">858,622</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">2,331,206</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR  valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="19"><HR size="1" noshade></TD>
</TR>
</TABLE>
</DIV>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="4%" nowrap align="right"><FONT size="2">(1)</FONT></TD>
 <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
 <TD><FONT size="2">The bank credit facility will mature on May&nbsp;31, 2006, if the Company&#146;s
Senior Secured Notes due 2006 are not repaid (by financing or otherwise)
on or prior to December&nbsp;31, 2005. If these notes are repaid, then the
bank credit facility will mature on September&nbsp;30, 2007 if the Company&#146;s
Senior Secured Notes due 2007 are not repaid (by financing or otherwise)
on or prior to April&nbsp;30, 2007.
</FONT></TD>
</TR>
</TABLE>
<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="4%" nowrap align="right"><FONT size="2">(2)</FONT></TD>
 <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
 <TD><FONT size="2">Purchase obligations consist of agreements to purchase goods and services
that are enforceable and legally binding and that specify all significant
terms including fixed or minimum quantities to be purchased, price
provisions and timing of the transaction. In addition, the Company incurs
expenditures for other items that are volume-dependant. An estimate of
what the Company will spend in 2004 on these items is as follows:
</FONT></TD>
</TR>
</TABLE>

<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="4%" nowrap align="right"><FONT size="2">(i)</FONT></TD>
 <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
 <TD><FONT size="2">The Company is required to pay an annual spectrum licensing and CRTC
contribution fees to Industry Canada. The Company estimates its total
payment obligations to Industry Canada will be approximately $60.0&nbsp;million
in 2004.
</FONT></TD>
</TR>
</TABLE>

<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="4%" nowrap align="right"><FONT size="2">(ii)</FONT></TD>
 <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
 <TD><FONT size="2">Payments to acquire
customers in the form of commissions and payments
to retain customers in the form of residuals are made pursuant to
contracts with these distributors. The Company estimates that payments to distributors and other retailers
will be approximately $340.0&nbsp;million in 2004.
</FONT></TD>
</TR>
</TABLE>

<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="4%" nowrap align="right"><FONT size="2">(iii)</FONT></TD>
 <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
 <TD><FONT size="2">The Company is required to make payments to other communications
providers for interconnection, roaming and other services. The Company
estimates the total payment obligation to be approximately $145.0&nbsp;million
in 2004.
</FONT></TD>
</TR>
</TABLE>

<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="4%" nowrap align="right"><FONT size="2">(iv)</FONT></TD>
 <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
 <TD><FONT size="2">The Company estimates its total payments to a major network
infrastructure supplier to be approximately $165.0&nbsp;million in 2004.
</FONT></TD>
</TR>
</TABLE>

<P align="left"><FONT size="2">OPERATING RISKS AND UNCERTAINTIES
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company&#146;s business is subject to several operating risks and
uncertainties that could result in a material adverse effect on its business
and financial results as outlined below.
</FONT>

<P align="left"><FONT size="2"><I>Risk of Insufficient Future </I>Demand <I>for Advanced Services</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;It is expected that a substantial portion of future revenue growth will be
achieved from new and advanced wireless voice and data transmission services.
Accordingly and as discussed above, the Company has invested and continues to
invest significant capital resources in the development of its GSM/GPRS network
in order to offer these services, and also intends to invest capital resources
in the deployment of EDGE technology across its GSM/GPRS network. However,
consumers may not provide sufficient demand for these advanced wireless
services. Alternatively, Rogers Wireless may fail to anticipate demand for
certain products and services, or may not be able to offer or market these new
products and services successfully to subscribers. Rogers Wireless&#146; failure to
attract subscribers to new products and services, or failure to keep pace with
changing consumer preferences for wireless services, would slow revenue growth
and have a material adverse effect on the Company&#146;s business and financial
condition.
</FONT>

<P align="left"><FONT size="2">Potential <I>Competitiveness or Compatibility of EDGE technology</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The deployment by Rogers Wireless of EDGE technology may not be
competitive or compatible with other technologies. While Rogers Wireless and
AWE have selected this technology as an evolutionary step from their current to
future networks, there are other competing technologies that are being
developed and implemented by the wireless industry. None of the competing
technologies are directly compatible with each other. If the next generation
technology that gains the most widespread acceptance is not compatible with
Rogers Wireless&#146; networks, competing services based on such alternative
technology may be preferable to subscribers.
</FONT>

<P align="left"><FONT size="2"><I>Potential Impact of Change in </I>Foreign <I>Ownership Legislation</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company could face increased competition if, as discussed in the
&#147;Overview of Government Regulation and Regulatory Developments&#148; section above,
there is a removal or relaxation of the limits on foreign ownership and control
of wireless licences. Legislative action to remove or relax these limits
</FONT>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<P align="center"><FONT size="2"><I>32</I></FONT>
<P align="left"><FONT size="2">could
result in foreign telecommunication companies entering the Canadian wireless
communications market, through the acquisition of either wireless licences or
of a holder of wireless licences. Such companies could have significantly
greater capital resources than the Company. The Company supports removal of
the limits on foreign ownership and control and believes that removal would
give the Company greater access to lower cost capital.
</FONT>

<P align="left"><FONT size="2"><I>Potential Effect of Wireless Industry Pricing</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Aggressive pricing by industry participants in previous years caused
significant reductions in Canadian wireless communications pricing. Rogers
Wireless believes that competitive pricing is a factor in causing churn. It
cannot predict the extent of further price competition and customer churn into
the future, but it anticipates some ongoing re-pricing of its existing
subscriber base, as lower pricing offered to attract new customers is extended
to or requested by existing customers. In addition, as wireless penetration of
the population deepens, new wireless customers may generate lower average
monthly revenues than Rogers Wireless&#146; existing customers, which could slow
revenue growth.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company cannot anticipate what, if any, impact new wireless
communications services or lower prices could have on overall market growth. It
intends to compete vigorously for all customer segments, focusing on the
business, consumer and youth segments, and in all Canadian geographic markets
based on the strengths of its extensive networks and broad digital services
coverage, strong brands and wide distribution presence.
</FONT>

<P align="left"><FONT size="2">CRTC Revenue-Based Contribution Sc<I>heme</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Commencing January&nbsp;1, 2001, Rogers Wireless was required to make payments
equal to an annual percentage of adjusted revenues in accordance with the new
revenue-based contribution scheme. The percentage of adjusted revenues payable
is revised annually by the CRTC. The CRTC has announced a contribution levy of
1.1% as both the final rate for 2003 and the interim rate for 2004. While the
rate has been reduced modestly over each of the last two years, the Company
cannot anticipate the final rate for 2004 or the rates for future years. An
increase in the rate would have a negative impact on operating profits.
</FONT>

<P align="left"><FONT size="2"><I>3G Spectrum Allocation</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As discussed in the &#147;Overview of Government Regulation and Regulatory
Developments&#148; section above, Industry Canada has released a proposed policy
regarding 3G spectrum allocation and a proposed timeframe for a 3G spectrum
auction in the 2005 to 2006 timeframe. The spectrum frequency range for 3G has
not been fully resolved but will likely bear a close resemblance to the U.S.
allocation. Should the cost of acquiring such spectrum in the proposed auction
be greater than currently anticipated by the Company, this could create a
significant capital funding requirement for the Company.
</FONT>

<P align="left"><FONT size="2"><I>Capital Resource Requirement</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The operation of the Company&#146;s wireless communications network, the
marketing and distribution of its products and services, and the continued
evolution of network technology will continue to require significant capital
resources. The Company may not generate or have access to sufficient capital to
fund these expected future requirements.
</FONT>

<P align="left"><FONT size="2"><I>Alleged Links Between Radio Frequency Emissions and Health Concerns</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Occasional media and other reports have highlighted alleged links between
radio frequency emissions from wireless handsets and various health concerns,
including cancer, and interference with various medical devices, including
hearing aids and pacemakers. While there are no definitive reports or studies
stating that radio frequency emissions are directly attributable to such health
issues, concerns over radio frequency emissions may discourage the use of
wireless handsets or expose the Company to potential litigation. It is also
possible that future regulatory actions may result in the
imposition of more restrictive standards on radio frequency emissions from
low powered devices such as wireless handsets. The Company is unable to predict
the nature or extent of any such potential restrictions.
</FONT>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<P align="center"><FONT size="2"><I>33</I></FONT>
<P align="left"><FONT size="2"><I>Legislation on Wireless Handset Usage While Driving</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Certain provincial government bodies are considering legislation to
restrict or prohibit wireless handset usage while driving. Legislation banning
the use of hand-held phones, but permitting the use of hands-free devices, was
passed in Newfoundland and Labrador in late 2002, with implementation in April
2003. Legislation has been proposed in other jurisdictions to restrict or
prohibit the use of wireless handsets while driving motor vehicles. Some
studies have indicated that certain aspects of using wireless handsets while
driving may impair the attention of drivers in various circumstances, making
accidents more likely. If laws are passed prohibiting or restricting the use of
wireless handsets while driving, it could have the effect of reducing
subscriber usage. Additionally, concerns over the use of wireless handsets
while driving could potentially lead to litigation relating to accidents,
deaths or bodily injuries.
</FONT>

<P align="left"><FONT size="2"><I>Dependence on Infrastructure and Handset Vendors</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company has relationships with a small number of key network
infrastructure and handset vendors. The Company does not have operational or
financial control over its key suppliers and has limited influence over how
they conduct their businesses. Failure of one of the Company&#146;s network
infrastructure suppliers could delay programs to provide additional network
capacity or new capabilities and services across the business. Although the
Company has not been materially affected by supply problems in the past,
handsets and network infrastructure suppliers may, among other things, extend
delivery times, raise prices and limit supply due to their own shortages and
business requirements. If these suppliers fail to deliver products and
services on a timely basis, or fail to develop and deliver handsets that
satisfy the Company&#146;s customers&#146; demands, this may have a negative impact on
the Company&#146;s business, financial condition and results of operations.
Similarly, interruptions in the supply of equipment for the Company&#146;s networks
could impact the quality of its service or impede network development and
expansion.
</FONT>

<P align="left"><FONT size="2"><I>Disaster Recovery</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Rogers Wireless uses industry standard network and information technology
security, survivability and disaster recovery practices. Security breaches and
disasters may occur that are beyond the scope of Rogers Wireless&#146; ability to
recover without significant service interruption and commensurate revenue and
customer loss.
</FONT>

<P align="left"><FONT size="2"><I>Wireless Local Number Portability in Canada</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Over the past several years, certain countries in Europe and Asia have
implemented wireless local number portability (&#147;LNP&#148;). In November 2003, as
mandated by the Federal government, the U.S. wireless industry began the
implementation of wireless LNP. Wireless LNP involves porting wireless phone
numbers to other wireless companies, but can also involve porting phone numbers
between wireline and wireless companies. The implementation of wireless LNP
systems and capabilities represents significant costs for the carriers in a
country to deploy. There has been no regulatory mandate for the implementation
of wireless LNP in Canada. However, if wireless LNP were to be required, this
would require carriers, including the Company, to incur implementation costs
which could be significant and once implemented could cause an increase in
churn among Canadian wireless carriers, including Rogers Wireless.
</FONT>

<P align="left"><FONT size="2"><I>AWE Investment in the Company</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;At December&nbsp;31, 2003, the Company was 34.2% owned by AWE. AWE has
recently reported that it is exploring its strategic alternatives, including a
possible sale of its interest in the Company. Any decision by AWE or a
successor company to sell all or a portion of its shares in the Company is
subject to the terms of a shareholders agreement, as described above in the
&#147;Intercompany and Related Party Transactions &#150; Shareholders Agreement&#148; section.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company does not know AWE&#146;s intentions with respect to its investment
in Rogers Wireless. Any change in the AWE relationship could result in changes
to, including termination of, the mobile wireless marketing, technology and
services agreement or roaming agreement, as described in the &#147;Intercompany and
Related Party Transactions &#150; AT&#038;T Arrangements&#148; section above.
</FONT>



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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<P align="center"><FONT size="2"><I>34</I></FONT>
<P align="left"><FONT size="2"><I>Regulatory Risks</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As discussed in the &#147;Overview of Government Regulation and Regulatory
Developments&#148; section above, the Company&#146;s operations are subject to government
regulation that could have adverse effects on its business.
</FONT>

<P align="left"><FONT size="2"><I>Information Technology Systems</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The day-to-day operation of the Company&#146;s business is highly dependent on
information technology systems. An inability to enhance its information
technology systems to accommodate additional customer growth and support new
products and services could have an adverse impact on its ability to acquire
new subscribers, manage subscriber churn, produce accurate and timely
subscriber bills, generate revenue growth and manage operating expenses, all of
which could adversely impact the Company&#146;s financial results and financial
position.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
addition, the Company uses standard network and information
technology security, survivability and disaster recovery practices.
Approximately 1,400 of its employees and critical elements of the
Company&#146;s network infrastructure and information technology
systems are located at its corporate office in Toronto. In the event
that the Company cannot access theses facilities, as a result of a
natural or manmade disaster or otherwise, its operations and
financial results could be adversely impacted.
</FONT>


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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<P align="center"><FONT size="2"><I>35</I></FONT>


<P align="left"><FONT size="2"><B>RWCI<BR>
Five-Year Financial Summary</B>
</FONT>

<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="95%">
<TR valign="bottom">
    <TD width="3%">&nbsp;</TD>
    <TD width="32%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>

    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center" colspan="2"><FONT size="1"><B>Years ended December 31</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center" colspan="2"><FONT size="1"><B>(thousands of dollars, except per share amounts)</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2003</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2002</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2001</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2000</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>1999</B></FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Income Statement</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>

<TD nowrap><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Postpaid
(voice and data) (1)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">1,911,073</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">1,628,095</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">1,464,423</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">1,350,587</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">1,171,471</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Prepaid</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">91,255</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">91,151</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">71,068</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">42,530</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">23,849</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">One-way messaging</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">27,565</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">35,238</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">43,632</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">55,992</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">51,793</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>

<TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Network
revenue (1)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2,029,893</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,754,484</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,579,123</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,449,109</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,247,113</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>

<TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Equipment
revenue (1)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">177,901</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">137,030</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">61,766</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">95,774</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">107,252</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>

    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>


<TD nowrap><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Total
operating revenue  (2)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2,207,794</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,891,514</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,640,889</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,544,883</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,354,365</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>


<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>

<TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Operating
profit (3)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">716,236</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">516,681</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">401,261</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">400,550</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">412,477</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>

    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Net income (loss)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">137,841</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">(90,705</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">(224,692</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">(90,667</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">8,582</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Cash Flow</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>

<TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Operating
cash flow from operations&nbsp;(4)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">521,957</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">310,641</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">211,773</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">262,870</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">318,960</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>

<TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Additions
to PP&#038;E (excluding
spectrum licence costs) (5)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">411,933</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">564,552</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">654,457</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">525,993</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">400,959</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Per Share</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Weighted average outstanding
Number of shares (000s)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">141,773</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">141,608</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">135,652</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">122,366</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">103,902</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Net income (loss)&nbsp;per share</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">0.97</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">(0.64</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">(1.66</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">(0.74</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">0.08</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</CENTER>

<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="90%">
<TR valign="bottom">
    <TD width="3%">&nbsp;</TD>
    <TD width="37%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center" colspan="2"><FONT size="1"><B>As at December 31</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center" colspan="2"><FONT size="1"><B>(thousands of dollars)</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2003</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2002</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2001</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2000</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>1999</B></FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Balance Sheet</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Total assets</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">3,107,343</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">3,185,004</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">3,055,895</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">2,310,168</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">2,081,230</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Property, plant and equipment (net)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2,299,919</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2,371,133</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2,252,328</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,972,110</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,778,545</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Long-term debt</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2,209,603</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2,360,075</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2,305,683</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,443,756</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,413,792</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Total Liabilities</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2,664,263</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2,884,548</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2,667,554</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2,120,220</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,809,236</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Shareholders&#146; equity (deficiency)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">443,080</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">300,456</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">388,341</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">189,948</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">271,994</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</CENTER>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">(1)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">As reclassified. See the &#147;Recent
Accounting Developments &#151; Revenue Recognition&#148; section.
</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">(2)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">Previous years have been
reclassified to conform to the current presentation.</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">(3)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">As previously defined. See
&#147;Key Performance Indicators&nbsp;&#151;&nbsp;Operating Profit
and Operating Profit Margin&#148; section.</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">(4)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">Operating cash flow from
operations before changes in non-cash operating items.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">(5)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">Spectrum licences for the deployment of next generation wireless services across Canada were acquired in February 2001 at a total cost of $396.8&nbsp;million.</FONT></TD>
</TR>
</TABLE>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<P align="center"><FONT size="2"><I>36</I></FONT>



<P align="left"><FONT size="2"><B>QUARTERLY SUMMARY 2003</B>
</FONT>

<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="90%">
<TR valign="bottom">
    <TD width="3%">&nbsp;</TD>
    <TD width="53%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center" colspan="2"><FONT size="1"><B>(in thousands of dollars, except per share amounts and subscriber information)</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Dec. 31</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Sep. 30</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Jun. 30</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Mar. 31</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Income Statement</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Operating revenue (1)(2)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>

<TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Postpaid
(voice and data) (1)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">502,749</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">510,908</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">464,582</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">432,834</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Prepaid</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">27,242</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">21,172</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">21,720</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">21,121</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">One-way messaging</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">6,442</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">6,815</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">6,876</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">7,432</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>

<TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Network
revenue (1)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">536,433</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">538,895</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">493,178</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">461,387</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>

<TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Equipment
revenue (1)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">53,166</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">49,720</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">39,284</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">35,731</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">

<TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Total
operating revenue (1)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">589,599</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">588,615</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">532,462</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">497,118</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">

<TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Operating
expenses </FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Cost of equipment sales (1)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">128,762</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">94,610</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">83,761</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">73,638</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>

<TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Sales
and marketing costs (1)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">111,912</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">85,233</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">82,007</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">82,846</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>

<TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Operating,
general and administrative costs (1)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">182,004</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">186,477</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">184,148</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">184,824</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Management fees</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2,834</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2,834</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2,834</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2,834</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Total operating expenses</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">425,512</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">369,154</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">352,750</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">344,142</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
<TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Operating
profit (3)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">164,087</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">219,461</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">179,712</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">152,976</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Depreciation and amortization</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">145,174</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">129,069</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">125,232</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">119,124</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">

<TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Operating
income</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">18,913</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">90,392</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">54,480</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">33,852</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Interest expense</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">46,558</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">49,339</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">49,601</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">48,008</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Foreign
exchange (gain) loss</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(27,462</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(2,008</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(53,483</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(52,289</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Other income (expense)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">851</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">134</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(124</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Income taxes</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(1,534</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,171</FONT></TD>
    <TD nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,378</FONT></TD>
    <TD nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,378</FONT></TD>
    <TD nowrap><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Net income</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">1,351</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">42,741</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">57,118</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">36,631</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Net income&nbsp;per share &#150; basic and diluted</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">0.01</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">0.30</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">0.40</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">0.26</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">

<TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Operating
profit margin (3)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">30.6</FONT></TD>
    <TD nowrap><FONT size="2">%</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">40.7</FONT></TD>
    <TD nowrap><FONT size="2">%</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">36.4</FONT></TD>
    <TD nowrap><FONT size="2">%</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">33.2</FONT></TD>
    <TD nowrap><FONT size="2">%</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">

<TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Operating
cash flow from operations (4)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">119,366</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">169,516</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">128,969</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">104,106</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">

<TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Additions
to PP&#038;E</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">119,068</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">116,379</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">98,793</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">77,693</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Property, plant and equipment</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2,299,919</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2,302,200</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2,311,014</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2,333,578</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Total assets</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">3,107,343</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">3,140,001</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">3,109,691</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">3,117,942</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Long-term debt</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2,209,603</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2,199,321</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2,309,708</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2,362,282</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">

<TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Shareholders&#146; equity</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">443,080</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">439,013</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">395,421</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">337,596</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">

<TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Wireless
subscribers (5)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">3,789,400</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">3,616,700</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">3,501,600</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">3,458,300</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">One-way subscribers</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">241,300</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">258,400</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">273,200</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">289,100</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</CENTER>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">(1)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">As reclassified. See &#147;Recent
Accounting Developments &#151; Revenue Recognition&#148; section.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">(2)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">Previous year quarterly comparison have been reclassified to conform to current presentation.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">(3)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">As previously defined. &#147;See Key
Performance Indicators &#151; Operating Profit and Operating Profit
Margin&#148; section.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">(4)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">Operating cash flow from
operations before changes in non-cash operating items.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">(5)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">Wireless subscribers consist of Postpaid (voice and data) and prepaid. Previous year quarterly comparison have been reclassified to conform to current presentation.</FONT></TD>
</TR>
</TABLE>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<P align="center"><FONT size="2"><I>37</I></FONT>



<P align="left"><FONT size="2"><B>QUARTERLY SUMMARY 2002</B>
</FONT>

<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="95%">
<TR valign="bottom">
    <TD width="51%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center"><FONT size="1"><B>(in thousands of dollars, except per share amounts</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center"><FONT size="1"><B>and subscriber information)</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Dec. 31</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Sep. 30</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Jun. 30</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Mar. 31</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Income Statement</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">

<TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Operating
revenue (1)(2)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">

<TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Postpaid
(voice and data)(1)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">429,373</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">425,193</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">401,116</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">372,413</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Prepaid</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">21,238</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">26,869</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">22,419</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">20,625</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">One-way messaging</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">8,304</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">8,851</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">9,016</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">9,067</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">

<TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Network
revenue (1)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">458,915</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">460,913</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">432,551</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">402,105</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">

<TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Equipment revenue (1)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">44,086</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">51,958</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">28,467</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">12,519</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">

<TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Total operating revenue (1)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">503,001</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">512,871</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">461,018</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">414,624</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">

<TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Operating expenses (1)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">

<TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Cost of equipment sales (1)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">95,833</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">82,266</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">68,298</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">50,397</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">

<TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Sales and marketing costs (1)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">103,354</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">85,712</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">72,994</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">66,824</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">

<TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Operating, general and administrative costs (1)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">180,665</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">183,987</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">186,945</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">186,552</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Management fees</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2,751</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2,752</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2,751</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2,752</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Total operating expenses</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">382,603</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">354,717</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">330,988</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">306,525</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>



<TR valign="bottom" bgcolor="#eeeeee">

<TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Operating
profit (3)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">120,398</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">158,154</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">130,030</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">108,099</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Change in estimate of sales tax and CRTC
contribution liabilities</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(12,331</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Depreciation and amortization</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">120,157</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">116,646</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">110,802</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">109,528</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">

<TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Operating
income</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">241</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">41,508</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">19,228</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">10,902</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Interest expense</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">49,647</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">50,105</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">48,008</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">47,390</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">

<TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Foreign
exchange (gain) loss</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(3,095</FONT></TD>
    <TD><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">27,182</FONT></TD>
    <TD nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(30,938</FONT></TD>
    <TD><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">441</FONT></TD>
    <TD nowrap><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Gain on repayment of long-term debt</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(8,238</FONT></TD>
    <TD><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(22,759</FONT></TD>
    <TD><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Other income</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(335</FONT></TD>
    <TD><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(4</FONT></TD>
    <TD><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(1</FONT></TD>
    <TD><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(77</FONT></TD>
    <TD><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Income taxes</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,129</FONT></TD>
    <TD nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,127</FONT></TD>
    <TD nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,426</FONT></TD>
    <TD nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,576</FONT></TD>
    <TD nowrap><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Net income (loss)&nbsp;for the quarter</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">(38,867</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">(14,143</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">733</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">(38,428</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">

<TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Net income (loss)&nbsp;per share - basic and
diluted</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">(0.27</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">(0.10</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">(0.27</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom">

<TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Operating
profit margin (3)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">26.2</FONT></TD>
    <TD nowrap><FONT size="2">%</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">34.3</FONT></TD>
    <TD nowrap><FONT size="2">%</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">30.1</FONT></TD>
    <TD nowrap><FONT size="2">%</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">26.9</FONT></TD>
    <TD nowrap><FONT size="2">%</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">

<TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Operating
cash flow from operations (4)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">70,229</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">106,796</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">81,309</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">52,307</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">

<TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Additions
to PP&#038;E</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">188,305</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">126,016</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">149,036</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">101,195</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Property, plant and equipment</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2,371,133</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2,299,109</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2,287,385</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2,246,546</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Total assets</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">3,185,004</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">3,059,756</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">3,052,364</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">3,053,932</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Long-term debt</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2,360,075</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2,254,038</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2,358,443</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2,267,917</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">

<TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Shareholders&#146; equity</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">300,456</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">338,815</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">352,385</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">351,301</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">

<TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Wireless
subscribers (5)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">3,408,000</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">3,256,900</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">3,164,500</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">3,097,100</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">One-way subscribers</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">302,300</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">316,600</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">333,300</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">348,800</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</CENTER>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">(1)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">As reclassified. See &#147;Recent
Accounting Developments &#150; Revenue Recognition&#148; section.</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">(2)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">Previous year quarterly comparison have been reclassified to conform to current presentation.</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">(3)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">As previously defined. See
&#147;Key Performance Indicators &#151; Operating Profit and
Operating Profit Margin&#148; section.</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">(4)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">Operating cash flow from
operations before changes in non-cash operating items.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">(5)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">Wireless subscribers consist of Postpaid (voice and data) and prepaid. Previous year quarterly comparison have been reclassified to conform to current
presentation.</FONT></TD>
</TR>
</TABLE>

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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<P align="center"><FONT size="2"><I>38</I></FONT>


<P align="left"><FONT size="2">ADDITIONAL INFORMATION
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Additional information relating to the Company, including a discussion of
the most recent quarterly results, may be found on SEDAR at www.sedar.com.
</FONT>


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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>



<DIV align="center">
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
    <TD width="25%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="73%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Consolidated Financial Statements of</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
<B>ROGERS WIRELESS</B></FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
<B>COMMUNICATIONS INC.</B></FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Years ended December&nbsp;31, 2003 and 2002</FONT></TD>
</TR>
</TABLE>
</DIV>



<P align="center"><FONT size="2">&nbsp;
</FONT>

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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>


<P align="left"><FONT size="2"><B>ROGERS WIRELESS COMMUNICATIONS INC.</B>
</FONT>

<P align="left"><FONT size="2"><B>MANAGEMENT&#146;S RESPONSIBILITY FOR FINANCIAL REPORTING</B></FONT>

<DIV align="left"><FONT size="2"><B>December&nbsp;31, 2003</B></FONT></DIV>

<P align="left"><FONT size="2">The accompanying consolidated
financial statements of Rogers Wireless Communications
Inc. and its subsidiaries and all the information in Management&#146;s Discussion
and Analysis are the responsibility of management and have been approved by the
Board of Directors.
</FONT>
<P align="left"><FONT size="2">The financial statements have been prepared by management in accordance with
Canadian generally accepted accounting principles. The financial statements
include certain amounts that are based on the best estimates and judgements of
management, and in their opinion present fairly, in all material respects,
Rogers Wireless Communications Inc.&#146;s financial position, results of operations and cash
flows. Management has prepared the financial information presented elsewhere
in Management&#146;s Discussion and Analysis and has ensured that it is consistent
with the financial statements.
</FONT>
<P align="left"><FONT size="2">Management of Rogers Wireless Communications Inc., in furtherance of the integrity of
the financial statements, has developed and maintains a system of internal
controls, which is supported by the internal audit function. Management
believes the internal controls provide reasonable assurance that transactions
are properly authorized and recorded, financial records are reliable and form a
proper basis for the preparation of financial statements and that Rogers
Wireless Communications Inc.&#146;s assets are properly accounted for and safeguarded.
</FONT>
<P align="left"><FONT size="2">The Board of Directors is responsible for ensuring management fulfils its
responsibilities for financial reporting and is ultimately responsible for
reviewing and approving the financial statements. The Board carries out this
responsibility through its Audit Committee.
</FONT>
<P align="left"><FONT size="2">The Audit Committee meets periodically with management, as well as the internal
and external auditors, to discuss internal controls over the financial
reporting process, auditing matters and financial reporting issues; to satisfy
itself that each party is properly discharging its responsibilities; and, to
review Management&#146;s Discussion and Analysis, the financial statements and the
external auditors&#146; report. The Audit Committee reports its findings to the
Board for consideration when approving the financial statements for issuance to
the shareholders. The Committee also considers, for review by the Board and
approval by the shareholders, the engagement or re-appointment of the external
auditors.
</FONT>
<P align="left"><FONT size="2">The financial statements have been audited by KPMG LLP, the external auditors,
in accordance with Canadian generally accepted auditing standards on behalf of
the shareholders. KPMG LLP has full and free access to the Audit Committee.
</FONT>

<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
    <TD width="53%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="42%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><FONT size="2">/s/ Nadir H. Mohamed<BR>&nbsp;<BR>Nadir H. Mohamed, CA</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
/s/ John R. Gossling<BR>&nbsp;<BR>John R. Gossling, CA</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">President and Chief Executive Officer</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Senior Vice President, Finance and Chief</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Financial Officer</FONT></TD>
</TR>
</TABLE>
</CENTER>






<P align="center"><FONT size="2">&nbsp;
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
<P align="left"><FONT size="2"><B>AUDITORS&#146; REPORT TO THE SHAREHOLDERS</B>
</FONT>

<P align="left"><FONT size="2">We have audited the consolidated balance sheets of Rogers Wireless
Communications Inc. as at December&nbsp;31, 2003 and 2002 and the consolidated
statements of income, deficit and cash flows for the years then ended. These
financial statements are the responsibility of the Company&#146;s management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
</FONT>

<P align="left"><FONT size="2">We conducted our audits in accordance with Canadian generally accepted auditing
standards. Those standards require that we plan and perform an audit to obtain
reasonable assurance whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.
</FONT>

<P align="left"><FONT size="2">In our opinion, these consolidated financial statements present fairly, in all
material respects, the financial position of the Company as at December&nbsp;31,
2003 and 2002 and the results of its operations and its cash flows for the
years then ended in accordance with Canadian generally accepted accounting
principles.
</FONT>


<P align="left"><FONT size="2"><B><I>/s/ KPMG LLP</I></B>
</FONT>


<P align="left"><FONT size="2">Chartered Accountants
</FONT>


<P align="left"><FONT size="2">Toronto, Canada<BR>
January&nbsp;28, 2004, except as to Note&nbsp;19, which is as of
November&nbsp;19, 2004.
</FONT>

<P align="center"><FONT size="2">&nbsp;
</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>


<P align="left"><FONT size="2"><B>ROGERS WIRELESS COMMUNICATIONS INC.</B><BR>
Consolidated Balance Sheets<BR>
(In thousands of dollars)
</FONT>


<P align="left"><FONT size="2">As at December&nbsp;31, 2003 and 2002
</FONT>

<DIV align="center">
<TABLE cellspacing="0" border="0" cellpadding="0" width="75%">
<TR valign="bottom">
    <TD width="5%">&nbsp;</TD>
    <TD width="63%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
</TR>
<TR  valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2003</B></FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2002</B></FONT></TD>
</TR>
<TR  valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">

<TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2"><B>Assets</B></FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">

<TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2"><B>Current
assets</B></FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD colspan="2"><DIV style="margin-left:20px; text-indent:-10px"><FONT size="2">
Cash and cash equivalents</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">10,068</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">

<TD colspan="2"><DIV style="margin-left:20px; text-indent:-10px"><FONT size="2">Accounts

receivable, net of allowance</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">325,210</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">289,907</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">

<TD colspan="2"><DIV style="margin-left:20px; text-indent:-10px"><FONT size="2">Other
current assets (note 6)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">38,619</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">32,977</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">

<TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><HR noshade size="1"></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><HR noshade size="1"></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">

<TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">363,829</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">332,952</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">

<TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Property,

plant and equipment (note 3)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2,299,919</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2,371,133</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">
Goodwill</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">7,058</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">7,058</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">

<TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Spectrum
licences (note 4)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">396,824</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">419,294</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
<TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Deferred
charges (note 5)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">38,163</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">51,145</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom" style="background: #eeeeee">
<TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Other
long-term assets (note 6)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,550</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">3,422</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">

<TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">3,107,343</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">3,185,004</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>


<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>




<TR valign="bottom" style="background: #eeeeee">
<TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2"><B>
Liabilities and Shareholders&#146; Equity</B></FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">

<TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2"><B>Liabilities:</B></FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">

<TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2"><B>Current
liabilities</B></FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:20px; text-indent:-10px"><FONT size="2">Bank advances,
 arising from outstanding cheques</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">4,233</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>


<TR valign="bottom" style="background: #eeeeee">
    <TD colspan="2"><DIV style="margin-left:20px; text-indent:-10px"><FONT size="2">Accounts payable and
 accrued liabilities</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">396,652</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">450,510</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:20px; text-indent:-10px"><FONT size="2">
Current portion of long-term debt (note 8)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2,378</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">5,163</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:20px; text-indent:-10px"><FONT size="2">
Due to parent and affiliated companies (note 14(a))</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">47</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">4,041</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:20px; text-indent:-10px"><FONT size="2">Unearned revenue</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">34,503</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">48,075</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">

<TD colspan="2"><DIV style="margin-left:20px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
<TD align="right"><FONT size="2"><HR noshade size="1"></FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

<TD align="right"><FONT size="2"><HR noshade size="1"></FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>

<TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">437,813</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">507,789</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Long-term debt (note 8)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2,207,225</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2,354,912</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>


<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Deferred gain (note 8(h))</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">19,225</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">21,847</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2,664,263</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2,884,548</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Shareholders&#146; equity (note 9)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">443,080</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">300,456</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">3,107,343</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">3,185,004</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</DIV>


<P align="left"><FONT size="2">Commitments (note 16)<BR>
Contingent liabilities (note 17)<BR>
Canadian and United States accounting policy differences (note 18)<BR>
Subsequent events (note 19)
</FONT>


<P align="left"><FONT size="2">See accompanying notes to consolidated financial statements.
</FONT>


<P align="left"><FONT size="2">On behalf of the Board:
</FONT>

<DIV align="center">
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
    <TD width="20%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="79%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;<HR
align="left" size="1" noshade width="100%"></FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Director</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top" nowrap><FONT size="2">&nbsp;<HR
align="left" size="1" noshade width="100%"></FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Director</FONT></TD>
</TR>
</TABLE>
</DIV>



<P align="center"><FONT size="2">1
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>



<P align="left"><FONT size="2"><B>ROGERS WIRELESS COMMUNICATIONS INC.</B><BR>
Consolidated Statements of Income<BR>
(In thousands of dollars, except per share amounts)
</FONT>


<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002
</FONT>

<DIV align="center">
<TABLE cellspacing="0" border="0" cellpadding="0" width="75%">
<TR valign="bottom">
    <TD width="68%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
</TR>
<TR  valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2003</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2002</B></FONT></TD>
</TR>
<TR  valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">

<TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Operating
revenue (notes 10 and 19)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">2,207,794</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">1,891,514</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">

<TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Cost
of equipment sales  (note 19)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">380,771</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">296,794</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Sales and marketing expenses  (note 19)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">361,998</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">328,884</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Operating, general and administrative expenses (note 19)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">737,453</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">738,149</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Management fees (note 14(b)(i))</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">11,336</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">11,006</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Change in estimates of sales tax and CRTC
contribution liabilities (note 11)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(12,331</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Depreciation and amortization</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">518,599</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">457,133</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Operating income</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">197,637</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">71,879</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Interest expense on long-term debt</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">193,506</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">195,150</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">4,131</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(123,271</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>


<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Foreign exchange gain (note 2(g))</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">135,242</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">6,410</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Gain on repayment of long-term debt (note 8(h))</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">30,997</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Investment and other income</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">861</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">417</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Income (loss)&nbsp;before income taxes</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">140,234</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(85,447</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Income taxes (note 12)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2,393</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">5,258</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Net income (loss)&nbsp;for the year</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">137,841</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">(90,705</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Basic and diluted earnings (loss)
per share (note 13)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">0.97</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">(0.64</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</DIV>


<P align="left"><FONT size="2">See accompanying notes to consolidated financial statements.
</FONT>



<P align="center"><FONT size="2">2
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<P align="left"><FONT size="2"><B>ROGERS WIRELESS COMMUNICATIONS INC.</B><BR>
Consolidated Statements of Deficit<BR>
(In thousands of dollars)
</FONT>


<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002
</FONT>

<DIV align="center">
<TABLE cellspacing="0" border="0" cellpadding="0" width="60%">
<TR valign="bottom">
    <TD width="52%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="9%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="9%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="9%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="9%">&nbsp;</TD>
</TR>
<TR  valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2003</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2002</B></FONT></TD>
</TR>
<TR  valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Deficit, beginning of year</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">(1,582,730</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">(1,492,025</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Net income (loss)&nbsp;for the year</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">137,841</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(90,705</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Deficit, end of year</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">(1,444,889</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">(1,582,730</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</DIV>


<P align="left"><FONT size="2">See accompanying notes to consolidated financial statements.
</FONT>



<P align="center"><FONT size="2">3
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<P align="left"><FONT size="2"><B>ROGERS WIRELESS COMMUNICATIONS INC.</B><BR>
Consolidated Statements of Cash Flows<BR>
(In thousands of dollars)
</FONT>


<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002
</FONT>

<DIV align="center">
<TABLE cellspacing="0" border="0" cellpadding="0" width="85%">
<TR valign="bottom">
    <TD width="3%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="67%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
</TR>
<TR  valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2003</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2002</B></FONT></TD>
</TR>
<TR  valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="3"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Cash provided by (used in):</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD colspan="3"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Operating activities:</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Net income (loss)&nbsp;for the year</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">137,841</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">(90,705</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Adjustments to reconcile net income (loss)&nbsp;to net
cash flows from operating activities:</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Depreciation and amortization</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">518,599</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">457,133</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Unrealized foreign exchange gain</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(134,483</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(5,633</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Gain on repayment of long-term debt</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(30,997</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Change in estimate of sales tax liability</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(19,157</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="3"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">521,957</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">310,641</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>

<TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Change
in non-cash operating items (notes 7(a) and note 19)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(25,440</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">53,664</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="3"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">496,517</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">364,305</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD colspan="3"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Financing activities:</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Issue of long-term debt</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">604,000</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">427,000</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Repayment of long-term debt</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(619,989</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(377,093</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Proceeds on termination of cross-currency
interest rate exchange agreements (note 8(h))</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">64,353</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Issue of capital stock</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">4,783</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2,820</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="3"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(11,206</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">117,080</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD colspan="3"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Investing activities:</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>

<TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Additions
to property, plant and equipment (note 19)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(499,612</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(465,949</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD colspan="3"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Increase (decrease)&nbsp;in cash and cash equivalents</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(14,301</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">15,436</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="3"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Cash and cash equivalents (deficiency), beginning of year</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">10,068</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(5,368</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD colspan="3"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Cash and cash equivalents (deficiency), end of year</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">(4,233</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">10,068</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</DIV>

<P align="left"><FONT size="2">Cash and cash equivalents are defined as cash and short-term deposits, which
have an original maturity of less than 90&nbsp;days, less bank advances.
</FONT>

<P align="left"><FONT size="2">For supplemental cash flow information, see note 7(b).
</FONT>

<P align="left"><FONT size="2">See accompanying notes to consolidated financial statements.
</FONT>



<P align="center"><FONT size="2">4
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>


<P align="left"><FONT size="2"><B>ROGERS WIRELESS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements<BR>
(Tabular amounts in thousands of dollars, except per share amounts)
</FONT>


<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002
</FONT>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" nowrap align="right"><FONT size="2"><B>1.</B></FONT></TD>
 <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
 <TD><FONT size="2"><B>Nature of business:</B>
</FONT></TD>
</TR>
</TABLE>

<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
 <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
 <TD><FONT size="2">Rogers Wireless Communications Inc. is a public company, 55.8% owned by
Rogers Communications Inc. (&#147;RCI&#148;) and 34.2% (2002 &#151; 34.3%) owned by AT&#038;T
Wireless Services, Inc. (&#147;AWE&#148;). Rogers Wireless Communications Inc. and
its subsidiary companies are collectively referred to herein as the
&#147;Company&#148;.
</FONT></TD>
</TR>
</TABLE>

<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
 <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
 <TD><FONT size="2">The Company operates in a single business segment as a provider of wireless
voice, data and messaging services nationwide in Canada, under licences
issued by Industry Canada.
</FONT></TD>
</TR>
</TABLE>

<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" nowrap align="right"><FONT size="2"><B>2.</B></FONT></TD>
 <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
 <TD><FONT size="2"><B>Significant accounting policies:</B>
</FONT></TD>
</TR>
</TABLE>

<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2">(a)</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">Consolidation:
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2"></FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">The consolidated financial statements are prepared in accordance with
Canadian generally accepted accounting principles (&#147;GAAP&#148;) and differ
in certain significant respects from U.S. GAAP as described in note 18.
The consolidated financial statements include the accounts of Rogers
Wireless Communications Inc. and its subsidiary companies.
Intercompany transactions and balances are eliminated on consolidation.
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2">(b)</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">Property, plant and equipment:
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2"></FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">Property, plant and equipment (&#147;PP&#038;E&#148;) are recorded at purchase cost.
During construction of new assets, direct costs plus a portion of
applicable overhead costs are capitalized. Repairs and maintenance
expenditures are charged to operating expense as incurred.
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2">(c)</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">Depreciation:
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2"></FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">PP&#038;E are depreciated annually over their estimated useful lives as
follows:
</FONT></TD>
</TR>
</TABLE>

<DIV align="right">
<TABLE cellspacing="0" border="0" cellpadding="0" width="95%">
<TR valign="bottom">
    <TD width="41%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="28%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="18%">&nbsp;</TD>
</TR>
<TR  valign="bottom">
    <TD nowrap align="left"><FONT size="1"><B>Asset</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center"><FONT size="1"><B>Basis</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center"><FONT size="1"><B>Rate</B></FONT></TD>
</TR>
<TR  valign="bottom">
    <TD nowrap align="left"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><FONT size="2">Buildings</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Diminishing balance
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="top"><FONT size="2">5%</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">Network equipment</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Straight line
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="top"><FONT size="2">6-2/3% to 25%</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">Network radio base station equipment</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Straight line
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="top"><FONT size="2">12-1/2% to 14-1/3%</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">Computer equipment and software</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Straight line
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="top"><FONT size="2">14-1/3% to 33-1/3%</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">Furniture, fixtures and office equipment</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Diminishing balance
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="top"><FONT size="2">20%</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">Leasehold improvements</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Straight line
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="top"><FONT size="2">Over term of lease</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">Other equipment</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Mainly diminishing balance
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="top"><FONT size="2">30% to 33-1/3%</FONT></TD>
</TR>
</TABLE>
</DIV>



<P align="center"><FONT size="2">5
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<P align="left"><FONT size="2"><B>ROGERS WIRELESS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements (continued)<BR>
(Tabular amounts in thousands of dollars, except per share amounts)
</FONT>


<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002
</FONT>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" nowrap align="right"><FONT size="2"><B>2.</B></FONT></TD>
 <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
 <TD><FONT size="2"><B>Significant accounting policies (continued):</B>
</FONT></TD>
</TR>
</TABLE>

<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2">(d)</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">Asset retirement obligations:
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2"></FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">Effective January&nbsp;1, 2003, the Company adopted retroactively The
Canadian Institute of Chartered Accountants&#146; (&#147;CICA&#148;) Handbook Section
3110, &#147;Asset Retirement Obligations&#148;, which harmonizes Canadian GAAP
with U.S. Financial Accounting Standards Board&#146;s (&#147;FASB&#148;) Statement No.
143, &#147;Accounting for Asset Retirement Obligations&#148;. The standard
provides guidance for the recognition, measurement and disclosure of
liabilities for asset retirement obligations and the associated asset
retirement costs. The standard applies to legal obligations associated
with the retirement of a tangible long-lived asset that result from
acquisition, construction, development or normal operations.
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2"></FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">The standard requires the Company to record the fair value of a
liability for an asset retirement obligation in the year in which it is
incurred and when a reasonable estimate of fair value can be made. The
standard describes the fair value of a liability for an asset
retirement obligation as the amount at which that liability could be
settled in a current transaction between willing parties, that is,
other than in a forced or liquidation transaction. The Company is
subsequently required to allocate that asset retirement cost to expense
using a systematic and rational method over the asset&#146;s useful life.
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2"></FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">The adoption of this standard had no material impact on the Company&#146;s
financial position, results of operations or cash flows.
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2">(e)</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">Long-lived assets:
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2"></FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">Effective January&nbsp;1, 2003, the Company adopted CICA Handbook Section
3063, &#147;Impairment of Long-Lived Assets&#148;. Long-lived assets, including
PP&#038;E and intangible assets with finite useful lives, are amortized over
their useful lives. The Company reviews long-lived assets for
impairment annually or more frequently if events or changes in
circumstances indicate that the carrying amount may not be recoverable.
If the sum of the undiscounted future cash flows expected to result
from the use and eventual disposition of a group of assets is less than
its carrying amount, it is considered to be impaired. An impairment
loss is measured as the amount by which the carrying amount of the
group of assets exceeds its fair value. At December&nbsp;31, 2003, no such
impairment had occurred.
</FONT></TD>
</TR>
</TABLE>



<P align="center"><FONT size="2">6
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<P align="left"><FONT size="2"><B>ROGERS WIRELESS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements (continued)<BR>
(Tabular amounts in thousands of dollars, except per share amounts)
</FONT>


<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002
</FONT>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" nowrap align="right"><FONT size="2"><B>2.</B></FONT></TD>
 <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
 <TD><FONT size="2"><B>Significant accounting policies (continued):</B>
</FONT></TD>
</TR>
</TABLE>

<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2"></FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">For the year ended December&nbsp;31, 2002, the Company&#146;s policy was to
review the recoverability of PP&#38;E annually or
more frequently if events or circumstances indicated that the carrying
amount may not be recoverable. Recoverability was measured by
comparing the carrying amounts of a group of assets to future
undiscounted net cash flows expected to be generated by that group of
assets. As at December&nbsp;31, 2002, no impairment in the carrying amount
had occurred. Intangible assets with definite lives were tested for
impairment by comparing their book values with the undiscounted cash
flow expected to be received from their use. At December&nbsp;31, 2002, no
impairment had occurred.
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2">(f)</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">Goodwill and other intangible assets:
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2">(i)</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">Goodwill:
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2"></FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">Goodwill is the residual amount that results when the purchase price
of an acquired business exceeds the sum of the amounts allocated to
the tangible and intangible assets acquired, less liabilities
assumed, based on their fair values. When the Company enters into a
business combination, the purchase method of accounting is used.
Goodwill is assigned as of the date of the business combination to
reporting units that are expected to benefit from the business
combination.
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2"></FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">Goodwill is not amortized but instead is tested for impairment
annually or more frequently if events or changes in circumstances
indicate that the asset might be impaired. The impairment test is
carried out in two steps. In the first step, the carrying amount of
the reporting unit, including goodwill, is compared with its fair
value. When the fair value of the reporting unit exceeds its
carrying amount, goodwill of the reporting unit is not considered to
be impaired and the second step of the impairment test is
unnecessary. The second step is carried out when the carrying
amount of a reporting unit exceeds its fair value, in which case,
the implied fair value of the reporting unit&#146;s goodwill, determined
in the same manner as the value of goodwill is determined in a
business combination, is compared with its carrying amount to
measure the amount of the impairment loss, if any.
</FONT></TD>
</TR>
</TABLE>



<P align="center"><FONT size="2">7
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<P align="left"><FONT size="2"><B>ROGERS WIRELESS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements (continued)<BR>
(Tabular amounts in thousands of dollars, except per share amounts)
</FONT>


<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002
</FONT>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" nowrap align="right"><FONT size="2"><B>2.</B></FONT></TD>
 <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
 <TD><FONT size="2"><B>Significant accounting policies (continued):</B>
</FONT></TD>
</TR>
</TABLE>

<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2">(ii)</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">Intangible assets:
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2"></FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">Intangible assets acquired in a business combination are recorded at
their fair values and all intangible assets are tested for
impairment annually or more frequently when events or changes in
circumstances indicate that their carrying amounts may not be
recoverable. Intangible assets with determinable lives are
amortized over their estimated useful lives and are tested for
impairment as described in note 2(e). Intangible assets having an
indefinite life, such as spectrum licences, are not amortized but
instead are tested for impairment on an annual or more frequent
basis by comparing their fair value with book value. An impairment
loss on indefinite life intangible assets is recognized when the
carrying amount of the asset exceeds its fair value.
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2"></FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">The Company has tested goodwill and intangible assets with indefinite
lives for impairment at December&nbsp;31, 2003 and 2002 and determined no
impairment in the carrying value of these assets existed.
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2">(g)</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">Foreign currency translation:
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2"></FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">Long-term debt denominated in U.S. dollars is translated into Canadian
dollars at the year-end rate of exchange. The effect of cross-currency
interest rate exchange agreements is shown separately in note 8.
Exchange gains or losses on translating long-term debt are recognized
in the consolidated statements of income. In 2003, foreign exchange
gains related to the translation of long-term debt totalled $134.5
million (2002 &#151; $5.6&nbsp;million).
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2">(h)</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">Deferred charges:
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2"></FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">The costs of obtaining bank and other debt financing are deferred and
amortized on a straight-line basis over the effective life of the debt
to which they relate.
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2"></FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">During the development and pre-operating phases of new products and
businesses, related incremental costs are deferred and amortized on a
straight-line basis over two years.
</FONT></TD>
</TR>
</TABLE>



<P align="center"><FONT size="2">8
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<P align="left"><FONT size="2"><B>ROGERS WIRELESS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements (continued)<BR>
(Tabular amounts in thousands of dollars, except per share amounts)
</FONT>


<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002
</FONT>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" nowrap align="right"><FONT size="2"><B>2.</B></FONT></TD>
 <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
 <TD><FONT size="2"><B>Significant accounting policies (continued):</B>
</FONT></TD>
</TR>
</TABLE>

<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2">(i)</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">Inventories:
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2"></FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">Inventories, consisting principally of wireless handsets and
accessories, are valued at the lower of cost on a first-in, first-out
basis, and net realizable value.
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2">(j)</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">Pension benefits:
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2"></FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">Substantially all of the Company&#146;s employees are provided defined
benefit pensions through the RCI Pension Plan. The Company accounts
for its participation in the RCI Pension Plan as a defined contribution
plan and, accordingly, pension expense for the year is recognized for
the contributions required to be made to the RCI Pension Plan during
the year. For the year ended December&nbsp;31, 2003, contributions of $3.6
million (2002 &#151; nil) were required, resulting in pension expense of the
same amount. The Company does not provide its employees with
post-retirement benefits other than pensions.
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2"></FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">The Company also provides unfunded supplemental pension benefits to certain
executives. As at December&nbsp;31, 2003, the accrued benefit obligation
relating to these supplemental plans amounted to approximately $1.4
million and the related expense for 2003 was $0.8&nbsp;million (2002 &#151; nil).
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2">(k)</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">Income taxes:
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2"></FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">Future income tax assets and liabilities are recognized for the future
income tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and liabilities
and their respective tax bases. Future income tax assets and
liabilities are measured using enacted or substantively enacted tax
rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled. A
valuation allowance is recorded against any future income tax asset if
it is more likely than not that the asset will not be realized. Income
tax expense is the sum of the Company&#146;s provision for current income
taxes and the difference between opening and ending balances of future
income tax assets and liabilities.
</FONT></TD>
</TR>
</TABLE>



<P align="center"><FONT size="2">9
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<P align="left"><FONT size="2"><B>ROGERS WIRELESS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements (continued)<BR>
(Tabular amounts in thousands of dollars, except per share amounts)
</FONT>


<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002
</FONT>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" nowrap align="right"><FONT size="2"><B>2.</B></FONT></TD>
 <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
 <TD><FONT size="2"><B>Significant accounting policies (continued):</B>
</FONT></TD>
</TR>
</TABLE>

<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2">(l)</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">Financial instruments:
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2"></FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">The Company uses derivative financial instruments to manage risks from
fluctuations in exchange rates and interest rates. These instruments
include cross-currency interest rate exchange agreements, interest rate
exchange agreements, foreign exchange forward contracts and, from time
to time, foreign exchange option agreements. All such instruments are
used only for risk management purposes and are designated as hedges of
specific debt instruments. The Company accounts for these financial
instruments as hedges and, as a result, the carrying values of the
financial instruments are not adjusted to reflect their current fair
values. The net receipts or payments arising from financial
instruments relating to interest are recognized in interest expense on
an accrual basis. Upon redesignation or amendment of a derivative
financial instrument, the carrying value of the instrument is adjusted
to fair value. If the related debt instrument that was hedged has been
repaid, then the gain or loss is recorded as a component of the gain or
loss on repayment of the debt. Otherwise, the gain or loss is deferred
and amortized over the remaining life of the original debt instrument.
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2"></FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">These instruments, which have been entered into by the Company to hedge
exposure to interest rate and foreign exchange risk, are periodically
examined by the Company to ensure that the instruments are highly
effective at reducing or modifying interest rate or foreign exchange
risk associated with the hedged item.
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2">(m)</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">Revenue recognition:
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2"></FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">The Company earns revenue from subscribers for monthly fees for
wireless services and equipment, the use of wireless voice or data
services in excess of that included with the monthly fee, long-distance
calls, calls initiated or received outside of Canada by the Company&#146;s
subscribers, referred to as &#147;roaming&#148;, calls initiated or received on
the Company&#146;s network by other carriers&#146; subscribers, and fees for
optional services, such as voicemail.
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2"></FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">Monthly fees are recognized as revenue on a pro rata basis over the
month. Wireless airtime, long-distance, roaming and optional services
fees are recognized as revenue as the services are provided.
</FONT></TD>
</TR>
</TABLE>



<P align="center"><FONT size="2">10
</FONT>

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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<P align="left"><FONT size="2"><B>ROGERS WIRELESS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements (continued)<BR>
(Tabular amounts in thousands of dollars, except per share amounts)
</FONT>


<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002
</FONT>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" nowrap align="right"><FONT size="2"><B>2.</B></FONT></TD>
 <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
 <TD><FONT size="2"><B>Significant accounting policies (continued):</B>
</FONT></TD>
</TR>
</TABLE>

<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2"></FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">Revenue from the sale of equipment is recorded when the equipment is
delivered and accepted by the independent dealer or customer.
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2"></FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">Unearned revenue represents amounts received from subscribers related
to services to be provided in future periods, and includes subscriber
deposits.
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2">(n)</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">Subscriber acquisition costs:
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2"></FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">Sales and marketing costs related to the acquisition of new
subscribers, including commission and equipment subsidies, are expensed
as incurred.
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2">(o)</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">Stock-based compensation and other stock-based payments:
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2"></FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">The Company has a stock option plan for employees and directors. All
stock options issued under this plan have an exercise price equal to
the fair market value of the underlying Class&nbsp;B Restricted Voting
Shares on the date of grant. As a result, the Company records no
compensation expense on the grant of options to the Company&#146;s employees
under the plan. The Company discloses the pro forma effect of
accounting for these awards under the fair value-based method (note
9(d)).
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2"></FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">The Company accounts for all stock-based payments to non-employees and
employee awards that are direct awards of stock, call for settlement in
cash or other assets, or are stock appreciation rights that call for
settlement by the issuance of equity instruments using the fair
value-based method.
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2"></FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">The Company also has an employee share purchase plan. Under the terms
of the plan, participating employees with the Company at the end of the
term of the plan, which is usually one year, receive a bonus based on a
percentage of their purchase. Compensation expense is recognized in
connection with the employee share purchase plan to the extent of the
bonus provided to employees from the market price of the Class&nbsp;B
Restricted Voting shares on the date of issue. Consideration paid by
employees on the exercise of stock options or the purchase of shares is
recorded as share capital and contributed surplus. The stock option
plan and share purchase plan are more fully described in notes 9(d) and
(e).
</FONT></TD>
</TR>
</TABLE>



<P align="center"><FONT size="2">11
</FONT>

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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<P align="left"><FONT size="2"><B>ROGERS WIRELESS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements (continued)<BR>
(Tabular amounts in thousands of dollars, except per share amounts)
</FONT>


<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002
</FONT>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" nowrap align="right"><FONT size="2"><B>2.</B></FONT></TD>
 <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
 <TD><FONT size="2"><B>Significant accounting policies (continued):</B>
</FONT></TD>
</TR>
</TABLE>

<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2"></FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">The Company has a Directors&#146; deferred share unit plan, under which
directors of the Company are entitled to elect to receive their
remuneration in deferred share units. Upon departure as a director,
these deferred share units will be redeemed by the Company at the then
current Class&nbsp;B Restricted Voting Shares&#146; market price. Compensation
expense is recognized in the amount of the directors&#146; remuneration as
their services are rendered. The related accrued liability is adjusted
to the market price of the Class&nbsp;B Restricted Voting Shares at each
balance sheet date and the related adjustment is recorded in operating
income. At December&nbsp;31, 2003, a total of 17,932 (2002 &#151; 13,273)
deferred share units were outstanding.
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2">(p)</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">Earnings per share:
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2"></FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">The Company uses the treasury stock method for calculating diluted
earnings per share. The diluted earnings per share calculation
considers the impact of employee stock options, as described in note
13.
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2">(q)</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">Guarantees:
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2"></FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">Effective on January&nbsp;1, 2003, the Company adopted CICA Accounting
Guideline 14, &#147;Disclosure of Guarantees&#148; (&#147;AcG-14&#148;), which requires a
guarantor to disclose significant information about certain types of
guarantees that it has provided, including certain types of indemnities
and indirect guarantees of indebtedness to others, without regard to
the likelihood of whether it will have to make any payments under the
guarantees. The disclosure required by AcG-14 is in addition to the
existing disclosure required for contingencies.
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2"></FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">The Company has no guarantees requiring disclosure.
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2">(r)</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">Use of estimates:
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2"></FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">The preparation of financial statements requires management to make
estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of
revenue and expenses during the year. Actual results could differ from
those estimates.
</FONT></TD>
</TR>
</TABLE>



<P align="center"><FONT size="2">12
</FONT>

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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<P align="left"><FONT size="2"><B>ROGERS WIRELESS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements (continued)<BR>
(Tabular amounts in thousands of dollars, except per share amounts)
</FONT>


<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002
</FONT>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" nowrap align="right"><FONT size="2"><B>2.</B></FONT></TD>
 <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
 <TD><FONT size="2"><B>Significant accounting policies (continued):</B>
</FONT></TD>
</TR>
</TABLE>

<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2"></FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">Key areas of estimation where management has made difficult, complex or
subjective judgements, often as a result of matters that are inherently
uncertain, are the provision for bad debts, the ability to use income tax loss carryforwards and other future tax assets,
capitalization of labour and overhead, useful lives of depreciable
assets, asset retirement obligations, and the recoverability of PP&#038;E,
goodwill and intangible assets. Significant changes in the
assumptions, including those with respect to future business plans and
cash flows, could change the recorded amounts by a material amount.
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2">(s)</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">Recent Canadian accounting pronouncements:
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2">(i)</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">Revenue arrangements with multiple deliverables:
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2"></FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">In December&nbsp;2003, the Emerging Issues Committee issued Abstract 142,
&#147;Revenue Arrangements with Multiple Deliverables&#148;, which the Company
will apply prospectively beginning January&nbsp;1, 2004. This Abstract
is consistent with the U.S. standard with the same title, and
addresses both when and how an arrangement involving multiple
deliverables should be divided into separate units of accounting and
how the arrangement&#146;s consideration should be allocated among
separate units. See note 19(a) for the impact of adoption of this standard.
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2">(ii)</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">Hedging relationships:
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2"></FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">In November&nbsp;2001, the CICA issued Accounting Guideline 13, &#147;Hedging
Relationships&#148; (&#147;AcG-13&#148;), and in November&nbsp;2002 the CICA amended the
effective date of the guideline. AcG-13 establishes new criteria
for hedge accounting and will apply to all hedging relationships in
effect on or after January&nbsp;1, 2004. Effective January&nbsp;1, 2004, the
Company will re-assess all hedging relationships to determine
whether the criteria are met or not and will apply the new guidance
on a prospective basis. To qualify for hedge accounting, the
hedging relationship must be appropriately documented at the
inception of the hedge and there must be reasonable assurance, both
at the inception and throughout the term of the hedge, that the
hedging relationship will be effective. Effectiveness requires a
high correlation of changes in fair values or cash flows between the
hedged item and the hedging item. The Company is currently
determining the impact of the guideline.
</FONT></TD>
</TR>
</TABLE>



<P align="center"><FONT size="2">13
</FONT>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<P align="left"><FONT size="2"><B>ROGERS WIRELESS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements (continued)<BR>
(Tabular amounts in thousands of dollars, except per share amounts)
</FONT>


<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002
</FONT>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" nowrap align="right"><FONT size="2"><B>2.</B></FONT></TD>
 <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
 <TD><FONT size="2"><B>Significant accounting policies (continued):</B>
</FONT></TD>
</TR>
</TABLE>

<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2">(iii)</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">Stock-based compensation:
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2"></FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">In 2003, the CICA amended Handbook Section&nbsp;3870, &#147;Stock-based
Compensation and other Stock-based Payments&#148;, to require the
recording of compensation expense on the granting of all stock-based
compensation awards, including stock options to employees,
calculated using the fair-value method. The Company will adopt this
standard on January&nbsp;1, 2004, retroactively without restatement.
If the Company were to use the Black-Scholes Option Pricing model for
calculating the fair value of stock-based compensation, the Company
would record a charge to opening retained earnings on
January&nbsp;1, 2004 of $2.3&nbsp;million related to stock options granted on
or after January&nbsp;1, 2002 (note 9(d)).
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2">(iv)</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">Generally accepted accounting principles:
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2"></FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">In June&nbsp;2003, the CICA released Handbook Section&nbsp;1100, &#147;Generally
Accepted Accounting Principles&#148;. This section establishes standards
for financial reporting in accordance with Canadian GAAP, and
describes what constitutes Canadian GAAP and its sources. This
section also provides guidance on sources to consult when selecting
accounting policies and determining appropriate disclosures when a
matter is not dealt with explicitly in the primary sources of GAAP.
The new standard is effective on a prospective basis beginning
January&nbsp;1, 2004. See note 19(a) for the impact of adoption of this section on the consolidated financial statements.
</FONT></TD>
</TR>
</TABLE>




<P align="center"><FONT size="2">14
</FONT>


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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>


<P align="left"><FONT size="2"><B>ROGERS WIRELESS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements (continued)<BR>
(Tabular amounts in thousands of dollars, except per share amounts)
</FONT>


<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002<BR>
<HR align="left" size="1" noshade width="100%">
</FONT>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" nowrap align="right"><FONT size="2"><B>3.</B></FONT></TD>
 <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
 <TD><FONT size="2"><B>Property, plant and equipment:</B>
</FONT></TD>
</TR>
</TABLE>

<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
 <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
 <TD><FONT size="2">Details of PP&#038;E are as follows:
</FONT></TD>
</TR>
</TABLE>
<DIV align="center">
<TABLE cellspacing="0" border="0" cellpadding="0" width="95%">
<TR valign="bottom">
    <TD width="36%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
</TR>
<TR  valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="7"><FONT size="1"><B>2003</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="7"><FONT size="1"><B>2002</B></FONT></TD>
</TR>
<TR  valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="7"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="7"><HR size="1" noshade></TD>
</TR>
<TR  valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Net book</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Net book</B></FONT></TD>
</TR>
<TR  valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Cost</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>value</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Cost</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>value</B></FONT></TD>
</TR>
<TR  valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Land and buildings</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">200,395</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">167,519</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">187,992</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">162,013</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Network equipment</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2,638,090</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,369,704</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2,427,517</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,363,028</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Network radio
base station equipment</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,382,138</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">465,172</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,354,290</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">489,992</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Computer equipment
and software</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">706,998</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">251,445</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">653,919</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">301,700</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Furniture, fixtures
and office equipment</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">61,377</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">18,137</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">61,200</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">22,236</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Leasehold improvements</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">37,588</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">22,752</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">38,884</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">26,808</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Other equipment</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">13,387</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">5,190</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">17,929</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">5,356</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">5,039,973</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">2,299,919</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">4,741,731</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">2,371,133</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</DIV>


<P align="left" style="margin-left:3%; margin-right:0%"><FONT size="2">Depreciation expense for 2003 amounted to $483.1&nbsp;million (2002 &#151; $445.8
million).
</FONT>


<P align="left" style="margin-left:3%; margin-right:0%"><FONT size="2">PP&#038;E not yet in service and therefore not depreciated at December&nbsp;31, 2003
amounted to $102.6&nbsp;million (2002 &#151; $248.0&nbsp;million).
</FONT>


<P align="center"><FONT size="2">15
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>




<P align="left"><FONT size="2"><B>ROGERS WIRELESS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements (continued)<BR>
(Tabular amounts in thousands of dollars, except per share amounts)
</FONT>


<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002<BR>
<HR align="left" size="1" noshade width="100%">
</FONT>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" nowrap align="right"><FONT size="2"><B>4.</B></FONT></TD>
 <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
 <TD><FONT size="2"><B>Spectrum and brand licences:</B>
</FONT></TD>
</TR>
</TABLE>
<DIV align="center">
<TABLE cellspacing="0" border="0" cellpadding="0" width="95%">
<TR valign="bottom">
    <TD width="40%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
</TR>
<TR  valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="7"><FONT size="1"><B>2003</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="7"><FONT size="1"><B>2002</B></FONT></TD>
</TR>
<TR  valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="7"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="7"><HR size="1" noshade></TD>
</TR>
<TR  valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Net book</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Net book</B></FONT></TD>
</TR>
<TR  valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Cost</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>value</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Cost</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>value</B></FONT></TD>
</TR>
<TR  valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Spectrum licences</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">396,824</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">396,824</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">396,824</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">396,824</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">AT&#038;T brand licence,
less accumulated
amortization of $37,800 (2002 - $15,330)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">37,800</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">37,800</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">22,470</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">434,624</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">396,824</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">434,624</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">419,294</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</DIV>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
 <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
 <TD><FONT size="2">The Company holds 23 spectrum licences providing for the use of 10
megahertz (&#147;MHz&#148;) or 20 MHz of radio frequency spectrum, depending on the
region in Canada, in the 1.9 gigahertz (&#147;GHz&#148;) band. The licences were
purchased in a spectrum auction conducted by Industry Canada in February
2001 at an aggregate cost of $396.8&nbsp;million, including costs of
acquisition, and are renewable in 2011. The Company has determined that
these licences have indefinite lives for accounting purposes.
</FONT></TD>
</TR>
</TABLE>

<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
 <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
 <TD><FONT size="2">The AT&#038;T brand licence was acquired in 1996 at an aggregate cost of $37.8
million, which provided the Company with, among other things, the right to
use the AT&#038;T brand name. The cost of the brand licence was deferred and
amortized on a straight-line basis to expense over the 15-year term of the
brand licence agreement. In December&nbsp;2003, the Company announced that it
would terminate its brand licence agreement in early 2004 and change its
brand name to exclude the AT&#038;T brand. Consequently, the Company determined
the useful life of the brand licence had ended on December&nbsp;31,
2003 and accordingly, fully amortized the remaining net book value of $20.0&nbsp;million.
Amortization expense of the brand licence cost for 2003 was $22.5&nbsp;million
(2002 &#151; $2.5&nbsp;million).
</FONT></TD>
</TR>
</TABLE>

<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" nowrap align="right"><FONT size="2"><B>5.</B></FONT></TD>
 <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
 <TD><FONT size="2"><B>Deferred charges:</B>
</FONT></TD>
</TR>
</TABLE>
<DIV align="center">
<TABLE cellspacing="0" border="0" cellpadding="0" width="95%">
<TR valign="bottom">
    <TD width="56%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="8%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="8%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="8%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="8%">&nbsp;</TD>
</TR>
<TR  valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2003</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2002</B></FONT></TD>
</TR>
<TR  valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Financing costs</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">27,070</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">32,487</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Pre-operating costs</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2,976</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Other</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">11,093</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">15,682</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">38,163</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">51,145</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</DIV>




<P align="center"><FONT size="2">16
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<P align="left"><FONT size="2"><B>ROGERS WIRELESS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements (continued)<BR>
(Tabular amounts in thousands of dollars, except per share amounts)
</FONT>


<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002<BR>
<HR align="left" size="1" noshade width="100%">
</FONT>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" nowrap align="right"><FONT size="2"><B>5.</B></FONT></TD>
 <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
 <TD><FONT size="2"><B>Deferred charges (continued):</B>
</FONT></TD>
</TR>
</TABLE>

<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
 <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
 <TD><FONT size="2">Amortization of deferred charges for 2003
amounted to $13.0&nbsp;million (2002 &#151; $8.9&nbsp;million). Accumulated amortization of deferred charges at December
31, 2003 amounted to $58.3&nbsp;million (2002 &#151; $45.3&nbsp;million).
</FONT></TD>
</TR>
</TABLE>

<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
 <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
 <TD><FONT size="2">In connection with the repayment of certain long-term debt during 2002, the
Company recorded a gain of $31.0&nbsp;million, which included a write-off of
deferred financing costs of $0.7&nbsp;million (note 8(h)).
</FONT></TD>
</TR>
</TABLE>

<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" nowrap align="right"><FONT size="2"><B>6.</B></FONT></TD>
 <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
 <TD><FONT size="2"><B>Other assets:</B>
</FONT></TD>
</TR>
</TABLE>
<DIV align="center">
<TABLE cellspacing="0" border="0" cellpadding="0" width="95%">
<TR valign="bottom">
    <TD width="72%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
</TR>
<TR  valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2003</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2002</B></FONT></TD>
</TR>
<TR  valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Prepaid expenses</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">20,630</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">20,519</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Inventories</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">17,457</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">12,430</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Notes and loans receivable from employees</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,532</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2,752</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Other</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">550</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">698</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">40,169</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">36,399</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>





<TR valign="bottom">

<TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Current
portion of other assets</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">38,619</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">32,977</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>


<TR valign="bottom" bgcolor="#eeeeee">

<TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">1,550</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">3,422</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>



<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

</TABLE>
</DIV>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" nowrap align="right"><FONT size="2"><B>7.</B></FONT></TD>
 <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
 <TD><FONT size="2"><B>Consolidated statements of cash flows:</B>
</FONT></TD>
</TR>
</TABLE>

<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2">(a)</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">Change in non-cash operating items:
</FONT></TD>
</TR>
</TABLE>

<DIV align="right">
<TABLE cellspacing="0" border="0" cellpadding="0" width="95%">
<TR valign="bottom">
    <TD width="65%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
</TR>
<TR  valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2003</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2002</B></FONT></TD>
</TR>
<TR  valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Increase in accounts receivable</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">(38,946</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">(10,210</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Decrease (increase)&nbsp;in other assets</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(3,770</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">19,256</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Increase (decrease)&nbsp;in accounts payable
and accrued liabilities</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">37,464</FONT></TD>
    <TD nowrap><FONT size="2"></FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">22,996</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Increase (decrease)&nbsp;in unearned revenue</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(13,572</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">10,897</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Increase (decrease)&nbsp;in amounts due
affiliated companies, net</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(3,994</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">11,380</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Decrease in deferred gain</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(2,622</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(655</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">(25,440</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">53,664</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</DIV>




<P align="center"><FONT size="2">17
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<P align="left"><FONT size="2"><B>ROGERS WIRELESS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements (continued)<BR>
(Tabular amounts in thousands of dollars, except per share amounts)
</FONT>


<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002<BR>
<HR align="left" size="1" noshade width="100%">
</FONT>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" nowrap align="right"><FONT size="2"><B>7.</B></FONT></TD>
 <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
 <TD><FONT size="2"><B>Consolidated statements of cash flows (continued):</B>
</FONT></TD>
</TR>
</TABLE>

<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2">(b)</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">Supplemental cash flow information:
</FONT></TD>
</TR>
</TABLE>

<DIV align="right">
<TABLE cellspacing="0" border="0" cellpadding="0" width="95%">
<TR valign="bottom">
    <TD width="48%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="10%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="10%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="10%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="10%">&nbsp;</TD>
</TR>
<TR  valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2003</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2002</B></FONT></TD>
</TR>
<TR  valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Interest paid</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">199,627</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">195,755</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Income taxes paid</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">6,239</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">7,710</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</DIV>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" nowrap align="right"><FONT size="2"><B>8.</B></FONT></TD>
 <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
 <TD><FONT size="2"><B>Long-term debt:</B>
</FONT></TD>
</TR>
</TABLE>
<DIV align="center">
<TABLE cellspacing="0" border="0" cellpadding="0" width="95%">
<TR valign="bottom">
    <TD width="55%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
</TR>
<TR  valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Interest rate</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2003</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2002</B></FONT></TD>
</TR>
<TR  valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>


<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">(a)Bank credit facility</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="3" align="center"><FONT size="2">Floating</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">138,000</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">149,000</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">(b)Senior Secured Notes, due 2006</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">10-1/2</FONT></TD>
    <TD nowrap><FONT size="2">%</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">160,000</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">160,000</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">(c)Senior Secured Notes, due 2007</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">8.30</FONT></TD>
    <TD nowrap><FONT size="2">%</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">253,453</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">309,775</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">(d)Senior Secured Debentures, due 2008</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">9-3/8</FONT></TD>
    <TD nowrap><FONT size="2">%</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">430,589</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">526,275</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">(e)Senior Secured Notes, due 2011</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">9-5/8</FONT></TD>
    <TD nowrap><FONT size="2">%</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">633,276</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">774,004</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">(f)Senior Secured Debentures, due 2016</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">9-3/4</FONT></TD>
    <TD nowrap><FONT size="2">%</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">200,193</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">244,680</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">(g)Senior Subordinated Notes, due 2007</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">8.80</FONT></TD>
    <TD nowrap><FONT size="2">%</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">231,443</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">282,875</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">Mortgage payable and capital leases</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="3" align="center"><FONT size="2">Various</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">26,185</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">31,174</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2,073,139</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2,477,783</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">
Current portion of long term debt</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(2,378</FONT></TD>
    <TD><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(5,163</FONT></TD>
    <TD><FONT size="2">)</FONT></TD>
</TR>

<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">

<TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2,070,761</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2,472,620</FONT></TD>
    <TD nowrap><FONT size="2">&nbsp;</FONT></TD>
</TR>



<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Effect of cross-currency interest
rate exchange agreements</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">136,464</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(117,708</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>



<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">2,207,225</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">2,354,912</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</DIV>


<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Further details of long-term debt are as follows:
</FONT>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2">(a)</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">Bank credit facility:
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2"></FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">At December&nbsp;31, 2003, $138.0&nbsp;million (2002 &#151; $149.0&nbsp;million) of debt
was outstanding under the bank credit facility, which provides the
Company with, among other things, up to $700.0&nbsp;million from a
consortium of Canadian financial institutions.
</FONT></TD>
</TR>
</TABLE>




<P align="center"><FONT size="2">18
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>




<P align="left"><FONT size="2"><B>ROGERS WIRELESS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements (continued)<BR>
(Tabular amounts in thousands of dollars, except per share amounts)
</FONT>


<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002<BR>
<HR align="left" size="1" noshade width="100%">
</FONT>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" nowrap align="right"><FONT size="2"><B>8.</B></FONT></TD>
 <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
 <TD><FONT size="2"><B>Long-term debt (continued):</B>
</FONT></TD>
</TR>
</TABLE>

<P align="left" style="margin-left:6%; margin-right:0%"><FONT size="2">Under the credit facility, the Company may borrow at various rates,
including the bank prime rate to the bank prime rate plus 1-3/4% per
annum, the bankers&#146; acceptance rate plus 1% to 2-3/4% per annum and the
London Inter-Bank Offered Rate (&#147;LIBOR&#148;) plus 1% to 2-3/4% per annum.
The Company&#146;s bank credit facility requires, among other things, that
the Company satisfy certain financial covenants, including the
maintenance of certain financial ratios.
</FONT>


<P align="left" style="margin-left:6%; margin-right:0%"><FONT size="2">Subject to the footnote (*) below, this credit facility is available on
a fully revolving basis until the first date specified below, at which
time the facility becomes a revolving/reducing facility and the
aggregate amount of credit available under the facility will be reduced
as follows:
</FONT>

<DIV align="right">
<TABLE cellspacing="0" border="0" cellpadding="0" width="94%">
<TR valign="bottom">
    <TD width="56%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="19%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="19%">&nbsp;</TD>
</TR>
<TR  valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Reduction at</B></FONT></TD>
</TR>
<TR  valign="bottom">
    <TD nowrap align="left"><FONT size="1"><B>Date of reduction (*)</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>each date</B></FONT></TD>
</TR>
<TR  valign="bottom">
    <TD nowrap align="left"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">On April&nbsp;30:</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">2006</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">140,000</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">2007</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">140,000</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">2008</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">420,000</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</DIV>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2">*</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">The bank credit facility will mature on May&nbsp;31, 2006 if
the Company&#146;s Senior Secured Notes due 2006 are not repaid (by
refinancing or otherwise) on or prior to December&nbsp;31, 2005. If
these notes are repaid, then the bank credit facility will mature
on September&nbsp;30, 2007 if the Company&#146;s Senior Secured Notes due
2007 are not repaid (by refinancing or otherwise) on or prior to
April&nbsp;30, 2007.
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2"></FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">The credit facility requires that any additional senior debt (other
than the bank credit facility described above) that is denominated in a
foreign currency be hedged against foreign exchange fluctuations on a
minimum of 50% of such additional senior borrowings in excess of the
Canadian equivalent of U.S. $25.0&nbsp;million.
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2"></FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">Borrowings under the credit facility are secured by the pledge of a
senior bond issued under a deed of trust, which is secured by
substantially all the assets of the Company and certain of its
subsidiaries, subject to certain exceptions and prior liens.
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2">(b)</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">Senior Secured Notes, due 2006:
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2"></FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">The Company&#146;s $160.0&nbsp;million Senior Secured Notes mature on June&nbsp;1,
2006. These notes are redeemable in whole or in part, at the Company&#146;s
option, at any time subject to a certain prepayment premium.
</FONT></TD>
</TR>
</TABLE>




<P align="center"><FONT size="2">19
</FONT>

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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>




<P align="left"><FONT size="2"><B>ROGERS WIRELESS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements (continued)<BR>
(Tabular amounts in thousands of dollars, except per share amounts)
</FONT>


<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002<BR>
<HR align="left" size="1" noshade width="100%">
</FONT>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" nowrap align="right"><FONT size="2"><B>8.</B></FONT></TD>
 <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
 <TD><FONT size="2"><B>Long-term debt (continued):</B>
</FONT></TD>
</TR>
</TABLE>

<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2">(c)</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">Senior Secured Notes, due 2007:
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2"></FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">The Company&#146;s U.S. $196.1&nbsp;million Senior Secured Notes mature on
October&nbsp;1, 2007. These notes are redeemable in whole or in part, at
the Company&#146;s option, on or after October&nbsp;1, 2002 at 104.15% of the
principal amount, declining rateably to 100% of the principal amount on
or after October&nbsp;1, 2005, plus, in each case, interest accrued to the
redemption date.
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2">(d)</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">Senior Secured Debentures, due 2008:
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2"></FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">The Company&#146;s U.S. $333.2&nbsp;million Senior Secured Debentures mature on
June&nbsp;1, 2008. These debentures are redeemable in whole or in part, at
the Company&#146;s option, at any time on or after June&nbsp;1, 2003 at 104.688%
of the principal amount, declining rateably to 100% of the principal
amount on or after June&nbsp;1, 2006, plus, in each case, interest accrued
to the redemption date.
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2">(e)</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">Senior Secured Notes, due 2011:
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2"></FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">The Company&#146;s U.S. $490.0&nbsp;million Senior Secured Notes mature on May&nbsp;1,
2011. During 2002, the Company repurchased U.S. $10.0&nbsp;million
principal amount of these notes (note 8(h)). These notes are
redeemable in whole or in part, at the Company&#146;s option, at any time
subject to a certain prepayment premium.
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2">(f)</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">Senior Secured Debentures, due 2016:
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2"></FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">The Company&#146;s U.S. $154.9&nbsp;million Senior Secured Debentures mature on
June&nbsp;1, 2016. These debentures are redeemable in whole or in part, at
the Company&#146;s option, at any time, subject to a certain prepayment
premium.
</FONT></TD>
</TR>
</TABLE>


<P align="left" style="margin-left:3%; margin-right:0%"><FONT size="2">Each of the Company&#146;s senior secured notes and debentures described above
is secured by the pledge of a senior bond that is secured by the same
security as the security for the bank credit facility described in (a)
above and ranks equally with the bank credit facility.
</FONT>




<P align="center"><FONT size="2">20
</FONT>

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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>




<P align="left"><FONT size="2"><B>ROGERS WIRELESS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements (continued)<BR>
(Tabular amounts in thousands of dollars, except per share amounts)
</FONT>


<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002<BR>
<HR align="left" size="1" noshade width="100%">
</FONT>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" nowrap align="right"><FONT size="2"><B>8.</B></FONT></TD>
 <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
 <TD><FONT size="2"><B>Long-term debt (continued):</B>
</FONT></TD>
</TR>
</TABLE>

<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2">(g)</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">Senior Subordinated Notes, due 2007:
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2"></FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">The Company&#146;s U.S. $179.1&nbsp;million Senior Subordinated Notes mature on
October&nbsp;1, 2007. During 2002, the Company repurchased an aggregate
U.S. $35.9&nbsp;million principal amount of these notes (note 8(h)). These
notes are redeemable in whole or in part, at the Company&#146;s option, on
or after October&nbsp;1, 2002 at 104.40% of the principal amount declining
rateably to 100% of the principal amount on or after October&nbsp;1, 2005
plus, in each case, interest accrued to the redemption date. The
subordinated notes are subordinated to all existing and future senior
secured obligations of the Company (including the bank credit facility
and the senior secured notes and debentures). The subordinated notes
are not secured by the pledge of a senior bond.
</FONT></TD>
</TR>
</TABLE>


<P align="left" style="margin-left:3%; margin-right:0%"><FONT size="2">Interest is payable semi-annually on all of the notes and debentures.
</FONT>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2">(h)</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">Repayment of long-term debt:
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2"></FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">During 2002, an aggregate of U.S. $335.1&nbsp;million notional amount of
cross-currency interest rate exchange agreements were terminated either
by unwinding or maturity, resulting in aggregate net cash proceeds of
$64.4&nbsp;million. The Company used a portion of the total proceeds of
these transactions to repurchase in total U.S. $45.9&nbsp;million principal
amount of Senior Secured Notes and Senior Subordinated Notes. As a
result, the Company recorded a gain of $30.7&nbsp;million on the debt
repurchased, recorded a gain of $1.0&nbsp;million from the unwinding of the
cross-currency interest rate exchange agreements, and wrote off $0.7
million in deferred financing costs, for a net gain of $31.0&nbsp;million.
In addition, the Company had deferred a gain of $22.5&nbsp;million on the
unwinding of the cross-currency interest rate exchange agreements,
which is being amortized to interest expense over the remaining life of
the related debt. Amortization in 2003 was $2.6&nbsp;million (2002 &#151; $0.7
million).
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2">(i)</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">Interest exchange agreements:
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2">(i)</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">At December&nbsp;31, 2003 and 2002, total U.S. dollar
denominated long-term debt amounted to $1,353.3&nbsp;million. The
Company has entered into several cross-currency interest rate
exchange agreements in order to reduce the Company&#146;s exposure to
changes in the exchange rate of the U.S. dollar as compared to the
Canadian dollar. At December&nbsp;31, 2003 and 2002 U.S. $885.0
million or 65.4% is hedged through cross-currency interest rate
exchange agreements at an average exchange rate of Canadian
$1.4466 to U.S. $1.00.
</FONT></TD>
</TR>
</TABLE>




<P align="center"><FONT size="2">21
</FONT>

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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>



<P align="left"><FONT size="2"><B>ROGERS WIRELESS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements (continued)<BR>
(Tabular amounts in thousands of dollars, except per share amounts)
</FONT>


<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002<BR>
<HR align="left" size="1" noshade width="100%">
</FONT>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" nowrap align="right"><FONT size="2"><B>8.</B></FONT></TD>
 <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
 <TD><FONT size="2"><B>Long-term debt (continued):</B>
</FONT></TD>
</TR>
</TABLE>

<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2">(ii)</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">The cross-currency interest rate exchange agreements have
the effect of converting the interest rate on U.S. $500.0&nbsp;million
of long-term debt from an average U.S. dollar fixed interest rate
of 9.63% per annum to an average Canadian dollar fixed interest
rate of 10.29% per annum on $779.7&nbsp;million (i.e., with an exchange
rate of Canadian $1.5595 to U.S. $1.00). The interest rate on an
additional U.S. $385.0&nbsp;million has been converted from an average
U.S. dollar fixed interest rate of 9.38% per annum to $500.5
million at an average Canadian dollar floating interest rate equal
to the bankers&#146; acceptances rate plus 2.35% per annum, which
totalled 5.11% at December&nbsp;31, 2003 (2002 &#151; 5.22%) (i.e., with an
exchange rate of Canadian $1.3000 to U.S. $1.00).
</FONT></TD>
</TR>
</TABLE>


<P align="left" style="margin-left:3%; margin-right:0%"><FONT size="2">The obligations of the Company to the counterparties under these
cross-currency interest rate exchange agreements are secured by
substantially all of the assets of the Company and generally rank equally
with the other secured indebtedness of the Company.
</FONT>


<P align="left" style="margin-left:3%; margin-right:0%"><FONT size="2">Total long-term debt at fixed interest rates at December&nbsp;31, 2003 was
$1,571.1&nbsp;million (2002 &#151; $1,710.6&nbsp;million) or 71.1% (2002 &#151; 72.5%) of total
long-term debt. The Company&#146;s effective weighted average interest rate on
all long-term debt as at December&nbsp;31, 2003, including the effect of the
interest rate and cross-currency exchange agreements, was 8.32% (2002 &#151;
8.42%).
</FONT>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2">(j)</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">Principal repayments:
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2"></FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">At December&nbsp;31, 2003, principal repayments due within each of the next
five years and in total thereafter on all long-term debt are as
follows:
</FONT></TD>
</TR>
</TABLE>

<DIV align="right">
<TABLE cellspacing="0" border="0" cellpadding="0" width="95%">
<TR valign="bottom">
    <TD width="80%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
</TR>
<TR  valign="bottom">
    <TD nowrap align="left"><FONT size="1"><B>Year ending December 31:</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">2004</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">2,378</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">2005</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">905</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">2006</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">182,674</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">2007</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">485,124</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">2008</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">568,589</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,239,670</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Thereafter</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">833,469</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2,073,139</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Effect of cross-currency interest rate exchange agreements</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">136,464</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">2,209,603</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</DIV>




<P align="center"><FONT size="2">22
</FONT>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>




<P align="left"><FONT size="2"><B>ROGERS WIRELESS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements (continued)<BR>
(Tabular amounts in thousands of dollars, except per share amounts)
</FONT>


<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002<BR>
<HR align="left" size="1" noshade width="100%">
</FONT>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" nowrap align="right"><FONT size="2"><B>8.</B></FONT></TD>
 <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
 <TD><FONT size="2"><B>Long-term debt (continued):</B>
</FONT></TD>
</TR>
</TABLE>

<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
 <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
 <TD><FONT size="2">The provisions of the long-term debt agreements described above impose, in
most instances, restrictions on the operations and activities of the
Company. Generally, the most significant of those restrictions are debt
incurrence and maintenance tests, restrictions upon additional investments,
sales of assets, payment of dividends and the payment of principal or
interest on certain subordinated debt. In addition, the repayment dates of
certain debt agreements may be accelerated if there is a change in control
of the Company. At December&nbsp;31, 2003, the Company was in compliance with
all terms of the long-term debt agreements.
</FONT></TD>
</TR>
</TABLE>

<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" nowrap align="right"><FONT size="2"><B>9.</B></FONT></TD>
 <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
 <TD><FONT size="2"><B>Shareholders&#146; equity:</B>
</FONT></TD>
</TR>
</TABLE>
<DIV align="center">
<TABLE cellspacing="0" border="0" cellpadding="0" width="95%">
<TR valign="bottom">
    <TD width="5%">&nbsp;</TD>
    <TD width="59%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
</TR>
<TR  valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2003</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2002</B></FONT></TD>
</TR>
<TR  valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Capital stock:</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">90,468,259 Class&nbsp;A Multiple Voting Shares</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">962,661</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">962,661</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">51,430,178 Class&nbsp;B Restricted Voting Shares
(2002 &#151; 51,271,683)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">925,308</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">922,426</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,887,969</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,885,087</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Deduct amounts receivable from employees under
the share purchase plan</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(1,901</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,887,969</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,883,186</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Deficit</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(1,444,889</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(1,582,730</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">443,080</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">300,456</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</DIV>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2">(a)</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">Capital stock:
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2"></FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">The Articles of Incorporation of the Company impose restrictions on the
issuance or transfer of any shares of the Company where such issuance
or transfer would, in the opinion of the Board of Directors of the
Company, jeopardize the ability of the Company to obtain, renew or
maintain licences relating to its business.
</FONT></TD>
</TR>
</TABLE>




<P align="center"><FONT size="2">23
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>




<P align="left"><FONT size="2"><B>ROGERS WIRELESS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements (continued)<BR>
(Tabular amounts in thousands of dollars, except per share amounts)
</FONT>


<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002<BR>
<HR align="left" size="1" noshade width="100%">
</FONT>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" nowrap align="right"><FONT size="2"><B>9.</B></FONT></TD>
 <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
 <TD><FONT size="2"><B>Shareholders&#146; equity (continued):</B>
</FONT></TD>
</TR>
</TABLE>

<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2">(b)</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">Rights and conditions:
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2"></FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">Both classes of common shares have an unlimited number of authorized
shares and are without par value.
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2"></FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">The Class&nbsp;A Multiple Voting Shares are entitled to 10 votes per share
and are convertible at any time on a one-for-one basis into Class&nbsp;B
Restricted Voting Shares.
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2"></FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">The Class&nbsp;B Restricted Voting Shares are entitled to one vote per share
on all matters other than the appointment of auditors and generally on
the election of directors. The Class&nbsp;B Restricted Voting Shares are
entitled to elect three directors, voting separately as a class.
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2">(c)</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">Capital stock changes:
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2">(i)</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">During 2003, the Company issued 158,495 (2002 &#151; 19,759)
Class&nbsp;B Restricted Voting Shares upon the exercise of stock
options for cash of $2.9&nbsp;million (2002 &#151; $0.3&nbsp;million).
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2">(ii)</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">During 2002, 135,325 Class&nbsp;B Restricted Voting Shares
were issued under the Company&#146;s employee share purchase plan for
consideration of $1.9&nbsp;million.
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2">(d)</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">Stock option plan:
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2"></FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">The Company&#146;s stock option plan provides senior employee participants
an incentive to acquire an equity ownership interest in the Company
over a period of time and, as a result, reinforce executives&#146; attention
on the long-term interest of the Company and its shareholders. Under
the plan, options to purchase Class&nbsp;B Restricted Voting Shares of the
Company on a one-for-one basis may be granted to employees, directors
and officers of the Company by the Board of Directors or by the
Company&#146;s Management Compensation Committee. There are 4,750,000
options authorized under the plan. The term of each option is 10
years; the vesting period is generally four years but may be adjusted
by the Management Compensation Committee on the date of grant. The
exercise price for options is equal to the fair market value of the
Class&nbsp;B Restricted Voting Shares, as quoted on The Toronto Stock
Exchange on the grant date.
</FONT></TD>
</TR>
</TABLE>




<P align="center"><FONT size="2">24
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>




<P align="left"><FONT size="2"><B>ROGERS WIRELESS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements (continued)<BR>
(Tabular amounts in thousands of dollars, except per share amounts)
</FONT>


<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002<BR>
<HR align="left" size="1" noshade width="100%">
</FONT>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" nowrap align="right"><FONT size="2"><B>9.</B></FONT></TD>
 <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
 <TD><FONT size="2"><B>Shareholders&#146; equity (continued):</B>
</FONT></TD>
</TR>
</TABLE>

<P align="left" style="margin-left:6%; margin-right:0%"><FONT size="2">Details of the stock option plan are as follows:
</FONT>

<DIV align="center">
<TABLE cellspacing="0" cellpadding="0" width="89%" border="0">
<TR valign="bottom">
    <TD width="50%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
</TR>
<TR  valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="7"><FONT size="1"><B>2003</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="7"><FONT size="1"><B>2002</B></FONT></TD>
</TR>
<TR  valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="7"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="7"><HR size="1" noshade></TD>
</TR>
<TR  valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Weighted</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Weighted</B></FONT></TD>
</TR>
<TR  valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>average</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>average</B></FONT></TD>
</TR>
<TR  valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Number</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>exercise</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Number</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>exercise</B></FONT></TD>
</TR>
<TR  valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>of options</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>price</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>of options</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>price</B></FONT></TD>
</TR>
<TR  valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Options outstanding, beginning
of year</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">3,471,017</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">25.04</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">3,641,613</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">25.57</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Granted</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,111,200</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">20.47</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">269,800</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">16.58</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Exercised</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(158,495</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">18.18</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(19,759</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">17.62</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Forfeited/expired</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(196,625</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">22.39</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(420,637</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">24.50</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Options outstanding, end of year</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">4,227,097</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">24.22</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">3,471,017</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">25.04</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Exercisable, end of year</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2,291,372</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">27.36</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,869,442</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">26.72</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</DIV>


<P align="left" style="margin-left:6%; margin-right:0%"><FONT size="2">At December&nbsp;31, 2003, the range of exercise prices, the weighted
average exercise price and the weighted average remaining contractual
life are as follows:
</FONT>

<DIV align="center">
<TABLE cellspacing="0" border="0" cellpadding="0" width="89%">
<TR valign="bottom">
    <TD width="28%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
</TR>
<TR  valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="11"><FONT size="1"><B>Options outstanding</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="7"><FONT size="1"><B>Options exercisable</B></FONT></TD>
</TR>
<TR  valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="11"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="7"><HR size="1" noshade></TD>
</TR>
<TR  valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Weighted</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>&nbsp;</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>&nbsp;</B></FONT></TD>
</TR>
<TR  valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>average</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Weighted</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Weighted</B></FONT></TD>
</TR>
<TR  valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>remaining</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>average</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>average</B></FONT></TD>
</TR>
<TR  valign="bottom">
    <TD nowrap align="left"><FONT size="1"><B>Range of</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Number</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>contractual</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>exercise</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Number</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>exercise</B></FONT></TD>
</TR>
<TR  valign="bottom">
    <TD nowrap align="left"><FONT size="1"><B>exercise prices</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>outstanding</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>life (years)</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>price</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>exercisable</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>price</B></FONT></TD>
</TR>
<TR  valign="bottom">
    <TD nowrap align="left"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">$11.82 - $16.88</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,158,272</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">7.6</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">16.33</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">436,022</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">16.02</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">$18.15 - $22.06</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,891,825</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">7.5</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">21.12</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,117,450</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">21.14</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">$25.96 - $32.75</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">588,200</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">7.8</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">27.00</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">149,100</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">30.07</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">$37.74 - $51.53</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">588,800</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">6.3</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">46.87</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">588,800</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">46.87</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Total</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">4,227,097</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">7.4</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">24.22</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2,291,372</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">27.36</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</DIV>


<P align="left" style="margin-left:6%; margin-right:0%"><FONT size="2">There was no compensation expense related to stock options for 2003 or
2002.
</FONT>


<P align="left" style="margin-left:6%; margin-right:0%"><FONT size="2">Certain of the Company&#146;s executives are also eligible to participate in
RCI&#146;s stock option plan.
</FONT>




<P align="center"><FONT size="2">25
</FONT>


<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<P align="left"><FONT size="2"><B>ROGERS WIRELESS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements (continued)<BR>
(Tabular amounts in thousands of dollars, except per share amounts)
</FONT>


<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002
</FONT>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" nowrap align="right"><FONT size="2"><B>9.</B></FONT></TD>
 <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
 <TD><FONT size="2"><B>Shareholders&#146; equity (continued):</B>
</FONT></TD>
</TR>
</TABLE>

<P align="left" style="margin-left:6%; margin-right:0%"><FONT size="2">For stock options granted to employees on or after January&nbsp;1, 2002, had
the Company determined compensation expense based on the &#147;fair value&#148;
at the grant date of such stock option awards consistent with the
method prescribed under CICA Handbook Section&nbsp;3870, the Company&#146;s net
income (loss)&nbsp;for the year and earnings (loss)&nbsp;per share would have
been reported as the pro forma amounts indicated below. The fair value
of the options is amortized on a straight-line basis over the vesting
period.
</FONT>

<DIV align="center">
<TABLE cellspacing="0" border="0" cellpadding="0" width="75%">
<TR valign="bottom">
    <TD width="73%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
</TR>
<TR  valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2003</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2002</B></FONT></TD>
</TR>
<TR  valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Net income (loss)&nbsp;for the year, as reported</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">137,841</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">(90,705</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Stock-based compensation expense</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(1,920</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(331</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Pro forma net income (loss)&nbsp;for the year</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">135,921</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">(91,036</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Basic and diluted earnings (loss)&nbsp;per share,
as reported</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">0.97</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">(0.64</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Effect of stock-based compensation expense</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(0.01</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Pro forma basic and diluted earnings (loss)&nbsp;per share</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">0.96</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">(0.64</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</DIV>


<P align="left" style="margin-left:6%; margin-right:0%"><FONT size="2">The weighted average estimated fair value at the date of the grant for
options granted by the Company in fiscal 2003 was $12.20<BR>(2002 &#151; $8.35)
per share. No options were granted by RCI to the Company&#146;s employees
in 2003 and 2002.
</FONT>


<P align="left" style="margin-left:6%; margin-right:0%"><FONT size="2">The fair value of each option granted was estimated on the date of the
grant using the Black-Scholes fair value option pricing model with the
following assumptions:
</FONT>

<DIV align="center">
<TABLE cellspacing="0" border="0" cellpadding="0" width="75%">
<TR valign="bottom">
    <TD width="77%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
</TR>
<TR  valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2003</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2002</B></FONT></TD>
</TR>
<TR  valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Risk-free interest rate</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">4.50</FONT></TD>
    <TD nowrap><FONT size="2">%</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">4.81</FONT></TD>
    <TD nowrap><FONT size="2">%</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Dividend yield</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Volatility factor of the future expected market price of
the Company&#146;s Class&nbsp;B Restricted Voting Shares</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">55.17</FONT></TD>
    <TD nowrap><FONT size="2">%</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">51.95</FONT></TD>
    <TD nowrap><FONT size="2">%</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">Weighted average expected life of the options</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="2" nowrap align="left"><FONT size="2">5.3 years</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="2" nowrap align="left"><FONT size="2">5 years</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</DIV>




<P align="center"><FONT size="2">26
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<P align="left"><FONT size="2"><B>ROGERS WIRELESS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements (continued)<BR>
(Tabular amounts in thousands of dollars, except per share amounts)
</FONT>


<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002
</FONT>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" nowrap align="right"><FONT size="2"><B>9.</B></FONT></TD>
 <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
 <TD><FONT size="2"><B>Shareholders&#146; equity (continued):</B>
</FONT></TD>
</TR>
</TABLE>

<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2">(e)</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">Employee share purchase plan:
</FONT></TD>
</TR>
</TABLE>


<P align="left" style="margin-left:6%; margin-right:0%"><FONT size="2">The employee share purchase plan was provided to enable employees of
the Company an opportunity to obtain an equity interest in the Company
by permitting them to acquire Class&nbsp;B Restricted Voting Shares. A
total of 800,000 Class&nbsp;B Restricted Voting Shares in aggregate were set
aside and reserved for allotment and issuance pursuant to the employee
share purchase plan.
</FONT>


<P align="left" style="margin-left:6%; margin-right:0%"><FONT size="2">Under the terms of the employee share purchase plan, participating
employees of the Company may have received a bonus at the end of the
term of the plan. The bonus was calculated as the difference between
the share price at the date the employee received the loan and the
lesser of 85% of the closing price at which the shares traded on The
Toronto Stock Exchange on the trading day immediately prior to the
purchase date or the closing price on a date that is approximately one
year subsequent to the original issue date.
</FONT>


<P align="left" style="margin-left:6%; margin-right:0%"><FONT size="2">Compensation expense recorded for the employee share purchase plan for
2003 was $0.3&nbsp;million (2002 &#151; $1.0&nbsp;million).
</FONT>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" nowrap align="right"><FONT size="2"><B>10.</B></FONT></TD>
 <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
 <TD><FONT size="2"><B>Operating revenue:</B>
</FONT></TD>
</TR>
</TABLE>

<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
 <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
 <TD><FONT size="2">&nbsp;Operating revenue is comprised of the following:
</FONT></TD>
</TR>
</TABLE>
<DIV align="center">
<TABLE cellspacing="0" border="0" cellpadding="0" width="55%">
<TR valign="bottom">
    <TD width="52%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="9%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="9%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="9%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="9%">&nbsp;</TD>
</TR>
<TR  valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2003</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2002</B></FONT></TD>
</TR>
<TR  valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Postpaid (voice and data)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">1,911,073</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">1,628,095</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Prepaid</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">91,255</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">91,151</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">One-way messaging</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">27,565</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">35,238</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2,029,893</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,754,484</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Equipment sales</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">177,901</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">137,030</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">2,207,794</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">1,891,514</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</DIV>




<P align="center"><FONT size="2">27
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>




<P align="left"><FONT size="2"><B>ROGERS WIRELESS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements (continued)<BR>
(Tabular amounts in thousands of dollars, except per share amounts)
</FONT>


<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002
</FONT>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" nowrap align="right"><FONT size="2"><B>11.</B></FONT></TD>
 <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
 <TD><FONT size="2"><B>Change in estimates of sales tax and CRTC contribution liabilities:</B>
</FONT></TD>
</TR>
</TABLE>

<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2">(a)</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">Sales tax liability:
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2"></FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">During 2002, the Company received clarification of a provincial sales
tax liability for a matter common to the wireless industry. As a
result, the Company revised its estimate with respect to this liability
and released a provision of $19.2&nbsp;million associated with this matter,
which had been established in previous years.
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2">(b)</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">CRTC contribution liabilities:
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2"></FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">The Company is required to make payments equal to a percentage of
adjusted revenues in accordance with the revenue-based contribution
scheme implemented by the Canadian Radio-television and
Telecommunications Commission (&#147;CRTC&#148;). Prior to 2002, the calculation
of the amount payable was subject to a number of matters of
interpretation between the CRTC and the Company. These matters of
interpretation were clarified in April&nbsp;2002 by the CRTC, resulting in
an additional amount of $6.8&nbsp;million in respect of 2001 being payable
by the Company. This additional amount was recorded in 2002.
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" nowrap align="right"><FONT size="2"><B>12.</B></FONT></TD>
 <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
 <TD><FONT size="2"><B>Income taxes:</B>
</FONT></TD>
</TR>
</TABLE>

<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
 <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
 <TD><FONT size="2">The income tax effects of temporary differences that give rise to
significant portions of future income tax assets and liabilities are as
follows:
</FONT></TD>
</TR>
</TABLE>
<DIV align="center">
<TABLE cellspacing="0" border="0" cellpadding="0" width="75%">
<TR valign="bottom">
    <TD width="5%">&nbsp;</TD>
    <TD width="65%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
</TR>
<TR  valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2003</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2002</B></FONT></TD>
</TR>
<TR  valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Future income tax assets:</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Non-capital income tax losses and research
and development expenses carried forward</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">357,795</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">333,191</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Deductions relating to long-term debt and
other transactions denominated in U.S. dollars</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">18,049</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">49,581</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Future income tax deductions relating to
accounting accruals and goodwill</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">7,898</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">8,449</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Other deductible differences</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">3,156</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">4,116</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Total future income tax assets</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">386,898</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">395,337</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Less valuation allowance</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(298,174</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(304,732</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">88,724</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">90,605</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Future income tax liabilities:</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Property, plant and equipment, and spectrum licences</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(88,724</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(90,605</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Total future income tax liabilities</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(88,724</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(90,605</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Net future income tax assets</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</DIV>




<P align="center"><FONT size="2">28
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>




<P align="left"><FONT size="2"><B>ROGERS WIRELESS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements (continued)<BR>
(Tabular amounts in thousands of dollars, except per share amounts)
</FONT>


<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002
</FONT>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" nowrap align="right"><FONT size="2"><B>12.</B></FONT></TD>
 <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
 <TD><FONT size="2"><B>Income taxes (continued):</B>
</FONT></TD>
</TR>
</TABLE>

<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
 <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
 <TD><FONT size="2">In assessing the realizability of future income tax assets, management
considers whether it is more likely than not that some portion or all of
the future income tax assets will be realized. The ultimate realization of
future income tax assets is dependent upon the generation of future taxable
income during the years in which the temporary differences are deductible.
Management considers the scheduled reversals of future income tax
liabilities, the character of the income tax assets and the tax planning
strategies in place making this assessment.
</FONT></TD>
</TR>
</TABLE>

<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
 <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
 <TD><FONT size="2">As at December&nbsp;31, 2003, the Company has determined that the realization of
its net future income tax asset of $298.2&nbsp;million does not meet the
criteria of realization being &#147;more likely than not&#148;. Therefore, a full
valuation allowance has been recorded against this future income tax asset.
</FONT></TD>
</TR>
</TABLE>

<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
 <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
 <TD><FONT size="2">Total income tax expense varies from the amounts that would be computed by
applying the statutory income tax rate to the loss before income taxes for
the following reasons:
</FONT></TD>
</TR>
</TABLE>
<DIV align="center">
<TABLE cellspacing="0" border="0" cellpadding="0" width="75%">
<TR valign="bottom">
    <TD width="5%">&nbsp;</TD>
    <TD width="65%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
</TR>
<TR  valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2003</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2002</B></FONT></TD>
</TR>
<TR  valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Statutory income tax rate</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">36.3</FONT></TD>
    <TD nowrap><FONT size="2">%</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">38.4</FONT></TD>
    <TD nowrap><FONT size="2">%</FONT></TD>
</TR>
<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Income tax expense (recovery)&nbsp;on net income
(loss)&nbsp;before income taxes</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">50,947</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">(32,803</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">

<TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Increase
(decrease)&nbsp;in income taxes resulting from:</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Change in the valuation allowance for
future income tax assets</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(5,912</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">36,294</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Adjustments to future income tax
assets and liabilities for changes in
substantively enacted tax rates</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(18,851</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">5,517</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Non-deductible amortization and write-off of
deferred foreign exchange</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">834</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">68</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Non-taxable portion of foreign exchange
gain on long-term debt</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(24,429</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(6,020</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Other items</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(2,589</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(3,056</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Large Corporations Tax</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2,393</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">5,258</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Income tax expense</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">2,393</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">5,258</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</DIV>




<P align="center"><FONT size="2">29
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>




<P align="left"><FONT size="2"><B>ROGERS WIRELESS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements (continued)<BR>
(Tabular amounts in thousands of dollars, except per share amounts)
</FONT>


<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002
</FONT>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" nowrap align="right"><FONT size="2"><B>12.</B></FONT></TD>
 <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
 <TD><FONT size="2"><B>Income taxes (continued):</B>
</FONT></TD>
</TR>
</TABLE>

<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
 <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
 <TD><FONT size="2">As at December&nbsp;31, 2003, the Company has the following non-capital income
tax losses available to reduce future years&#146; income for income tax
purposes:
</FONT></TD>
</TR>
</TABLE>

<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
 <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
 <TD><FONT size="2">Income tax losses expiring in the year ending December&nbsp;31:
</FONT></TD>
</TR>
</TABLE>
<DIV align="center">
<TABLE cellspacing="0" border="0" cellpadding="0" width="25%">
<TR valign="bottom">
    <TD width="49%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="47%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">2004</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">238,500</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">2005</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">74,900</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">2007</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">259,000</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">2008</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">284,200</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">2009</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">112,200</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Total</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">968,800</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</DIV>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" nowrap align="right"><FONT size="2"><B>13.</B></FONT></TD>
 <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
 <TD><FONT size="2"><B>Earnings (loss)&nbsp;per share:</B>
</FONT></TD>
</TR>
</TABLE>

<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
 <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
 <TD><FONT size="2">The following table sets forth the calculation of basic and diluted
earnings (loss)&nbsp;per share:
</FONT></TD>
</TR>
</TABLE>
<DIV align="center">
<TABLE cellspacing="0" border="0" cellpadding="0" width="75%">
<TR valign="bottom">
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="60%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
</TR>
<TR  valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2003</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2002</B></FONT></TD>
</TR>
<TR  valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="3"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Numerator:</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Net income (loss)&nbsp;for the year &#151; basic and diluted</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">137,841</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">(90,705</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="3"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Denominator (in thousands):</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Weighted average number of shares
outstanding &#151; basic</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">141,773</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">141,608</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Effect of dilutive securities:</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Employee stock options</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">260</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="3"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Weighted average number of shares
outstanding &#151; diluted</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">142,033</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">141,608</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD colspan="3"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Earnings (loss)&nbsp;per share &#151; basic and diluted</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">0.97</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">(0.64</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</DIV>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
 <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
 <TD><FONT size="2">For 2003 and 2002, the effect of potentially dilutive stock options was
excluded from the computation of diluted earnings (loss)&nbsp;per share as their
effect is anti-dilutive. In addition, stock options totalling
approximately 3.1&nbsp;million (2002 &#151; 3.5&nbsp;million) that are anti-dilutive were
excluded from the calculation.
</FONT></TD>
</TR>
</TABLE>



<P align="center"><FONT size="2">30
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>




<P align="left"><FONT size="2"><B>ROGERS WIRELESS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements (continued)<BR>
(Tabular amounts in thousands of dollars, except per share amounts)
</FONT>


<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002
</FONT>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" nowrap align="right"><FONT size="2"><B>14.</B></FONT></TD>
 <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
 <TD><FONT size="2"><B>Related party transactions:</B>
</FONT></TD>
</TR>
</TABLE>

<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
 <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
 <TD><FONT size="2">The Company entered into the following related party transactions:
</FONT></TD>
</TR>
</TABLE>

<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2">(a)</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">The amount due to (from)&nbsp;RCI and its subsidiaries, and AWE is
comprised of the following:
</FONT></TD>
</TR>
</TABLE>

<DIV align="center">
<TABLE cellspacing="0" border="0" cellpadding="0" width="55%">
<TR valign="bottom">
    <TD width="64%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
</TR>
<TR  valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2003</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2002</B></FONT></TD>
</TR>
<TR  valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">RCI</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">24</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">3,588</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Rogers Cable Inc. (&#147;Cable&#148;)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">137</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">28</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">AWE</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(114</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">425</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">47</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">4,041</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</DIV>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2"></FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">The above amounts reflect intercompany charges for capital and
operating expenditures and are short-term in nature.
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2">(b)</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">The Company has entered into certain transactions and agreements
in the normal course of business with RCI, RCI&#146;s subsidiaries and AWE
as follows:
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2">(i)</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">Management fees:
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2"></FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">The Company has entered into a management agreement under which RCI
provides executive, administrative, financial and various additional
services to the Company. Interest is charged by RCI on unpaid
management fees at the bank prime rate plus 2% per annum. The
management agreement is subject to termination by either party at
the end of any calendar year on 12&nbsp;months&#146; notice.
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2">(ii)</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">Cost-sharing arrangements:
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2"></FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">The Company has entered into certain cost-sharing arrangements with
RCI and its affiliates including accounting, purchasing, human
resources, customer service call centres and collections call
centres, real estate administration, accounts payable processing,
remittance processing, payroll processing, e-commerce, the RCI data
centre and other common services and activities. The Company shares
both the operating expense and PP&#038;E expenditures related to these
activities on a cost recovery basis in accordance with the services
provided.
</FONT></TD>
</TR>
</TABLE>




<P align="center"><FONT size="2">31
</FONT>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>




<P align="left"><FONT size="2"><B>ROGERS WIRELESS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements (continued)<BR>
(Tabular amounts in thousands of dollars, except per share amounts)
</FONT>


<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002
</FONT>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" nowrap align="right"><FONT size="2"><B>14.</B></FONT></TD>
 <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
 <TD><FONT size="2"><B>Related party transactions (continued):</B>
</FONT></TD>
</TR>
</TABLE>

<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2"></FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">The Company has entered into agreements with Cable to share, on a
pro rata basis, the cost of certain fibre-optic and microwave
transmission facilities. In addition, long-term service
arrangements exist with Cable for transmission services on
fibre-optic facilities owned by Cable.
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2"></FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">The Company purchases accounts receivable from Cable for customers
who receive a consolidated invoice. The Company receives a fee,
based on actual costs incurred, for billing and collection services.
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2"></FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">The Company also leases certain office space it owns to RCI and RCI&#146;s subsidiaries.
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2">(iii)</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">Wireless products and services:
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2"></FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">The Company has entered into an agreement with Cable for the sale of
its products and services through Cable&#146;s retail outlets. The
Company pays Cable for services provided in respect of subscriber
activation and customer service.
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2"></FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">In addition, the Company provides wireless services to RCI and RCI&#146;s subsidiaries.
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2">(iv)</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">Advertising:
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2"></FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">The Company pays Rogers Media Inc. (&#147;Media&#148;), a subsidiary of RCI,
for various advertising on its radio and television broadcasting
stations and in its publications.
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2">(v)</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">Roaming agreement:
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2"></FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">The Company maintains a reciprocal agreement whereby AWE provides
wireless communications services to the Company&#146;s subscribers when
they travel to the United States, and the Company provides the same
services to AWE subscribers when they travel to Canada.
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2">(vi)</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">Over-the-air activation:
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2"></FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">The Company utilizes the services of AWE for automated
&#147;over-the-air&#148; programming of subscriber handsets.
</FONT></TD>
</TR>
</TABLE>




<P align="center"><FONT size="2">32
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>



<P align="left"><FONT size="2"><B>ROGERS WIRELESS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements (continued)<BR>
(Tabular amounts in thousands of dollars, except per share amounts)
</FONT>


<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002
</FONT>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" nowrap align="right"><FONT size="2"><B>14.</B></FONT></TD>
 <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
 <TD><FONT size="2"><B>Related party transactions (continued):</B>
</FONT></TD>
</TR>
</TABLE>

<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2"></FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">A summary of all significant charges from (to)&nbsp;related parties, which
have been accounted for at exchange amounts, is as follows:
</FONT></TD>
</TR>
</TABLE>


<DIV align="center">
<TABLE cellspacing="0" border="0" cellpadding="0" width="65%">
<TR valign="bottom">
    <TD width="5%">&nbsp;</TD>
    <TD width="61%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
</TR>
<TR  valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2003</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2002</B></FONT></TD>
</TR>
<TR  valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">RCI:</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Management fees</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">11,336</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">11,006</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Rent income</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(7,980</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(8,144</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>

<TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Wireless
products and services</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(978</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(79</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Cost of shared operating expenses</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">192,292</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">208,257</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Cost of PP&#038;E</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">24,656</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">37,418</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">219,326</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">248,458</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Cable:</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Wireless products and services for resale</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(14,926</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(10,116</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Subscriber activation commissions and
customer service</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">9,511</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">8,817</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Rent income</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(3,516</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(3,587</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>

<TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Wireless
products and services</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(2,355</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(2,214</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
<TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Consolidated
billing services</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(1,499</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(655</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Transmission facilities usage</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">440</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">440</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(12,345</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(7,315</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Media:</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Advertising</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">3,000</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2,940</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Rent income</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(8,493</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(1,881</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Wireless services</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(516</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(181</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(6,009</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">878</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">AWE:</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Roaming revenue</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(13,030</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(13,910</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Roaming expense</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">13,628</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">18,028</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Over-the-air activation</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">292</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">680</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">890</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">4,798</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">201,862</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">246,819</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</DIV>




<P align="center"><FONT size="2">33
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>



<P align="left"><FONT size="2"><B>ROGERS WIRELESS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements (continued)<BR>
(Tabular amounts in thousands of dollars, except per share amounts)
</FONT>


<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002
</FONT>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" nowrap align="right"><FONT size="2"><B>14.</B></FONT></TD>
 <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
 <TD><FONT size="2"><B>Related party transactions (continued):</B>
</FONT></TD>
</TR>
</TABLE>

<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2">(c)</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">The Company has entered into certain transactions with companies,
the partners or senior officers of which are directors of the Company
and RCI. During 2003, total amounts paid by the Company to these
related parties for legal services and commissions paid on premiums
for insurance coverage aggregated $1.5&nbsp;million (2002 &#151;
$1.7&nbsp;million) and for interest charges aggregated
$12.0&nbsp;million (2002 &#151; $8.3&nbsp;million).
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" nowrap align="right"><FONT size="2"><B>15.</B></FONT></TD>
 <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
 <TD><FONT size="2"><B>Financial instruments:</B>
</FONT></TD>
</TR>
</TABLE>

<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2">(a)</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">Fair values:
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2"></FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">The Company has determined the fair values of its financial instruments
as follows:
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2">(i)</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">Cash and cash equivalents, accounts receivable, notes and
loans receivable from employees, amounts due to affiliated
companies, bank advances, and accounts payable and accrued
liabilities:
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2"></FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">The carrying amounts in the consolidated balance sheets approximate
fair values because of the short-term nature of these instruments.
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2">(ii)</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">Long-term debt:
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2"></FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">The fair values of each of the Company&#146;s long-term debt instruments
are based on the year-end trading values.
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2">(iii)</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">Interest exchange agreements:
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2"></FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">The fair values of the Company&#146;s cross-currency interest rate
exchange agreements are based on values quoted by the counterparties
to the agreements.
</FONT></TD>
</TR>
</TABLE>




<P align="center"><FONT size="2">34
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>




<P align="left"><FONT size="2"><B>ROGERS WIRELESS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements (continued)<BR>
(Tabular amounts in thousands of dollars, except per share amounts)
</FONT>


<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002
</FONT>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" nowrap align="right"><FONT size="2"><B>15.</B></FONT></TD>
 <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
 <TD><FONT size="2"><B>Financial instruments (continued):</B>
</FONT></TD>
</TR>
</TABLE>

<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2"></FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">The estimated fair values of the Company&#146;s long-term debt and related
cross-currency interest rate exchange agreements as at December&nbsp;31,
2003 and 2002 are as follows:
</FONT></TD>
</TR>
</TABLE>

<DIV align="center">
<TABLE cellspacing="0" border="0" cellpadding="0" width="75%">
<TR valign="bottom">
    <TD width="5%">&nbsp;</TD>
    <TD width="27%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
</TR>
<TR  valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="7"><FONT size="1"><B>2003</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="7"><FONT size="1"><B>2002</B></FONT></TD>
</TR>
<TR  valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="7"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="7"><HR size="1" noshade></TD>
</TR>
<TR  valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Carrying</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Estimated</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Carrying</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Estimated</B></FONT></TD>
</TR>
<TR  valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>amount</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>fair value</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>amount</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>fair value</B></FONT></TD>
</TR>
<TR  valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Liability (asset):</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Long-term debt</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">2,073,139</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">2,281,633</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">2,477,783</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">2,332,673</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Cross-currency
interest rate
exchange
agreements</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">136,464</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">120,419</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(117,708</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(240,707</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">2,209,603</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">2,402,052</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">2,360,075</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">2,091,966</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</DIV>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2"></FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">Fair value estimates are based on relevant market information and
information about the financial instrument as at the measurement date.
These estimates inherently include subjective components involving
uncertainties and matters of significant judgment and, therefore,
cannot be determined with precision. Changes in assumptions could
significantly affect the estimates.
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2">(b)</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">Other disclosures:
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2">(i)</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">The credit risk of the cross-currency interest rate
exchange agreements arises from the possibility that the
counterparties to the agreements may default on their obligations
under the agreements in instances where these agreements have
positive fair value to the Company. The Company assesses the
creditworthiness of the counterparties in order to minimize the
risk of counterparty default under the agreements. All of the
portfolio is held by financial institutions with a Standard and
Poors rating (or the equivalent) ranging from A&#043; to AA. The
Company has not required collateral or other security to support
the cross-currency interest rate exchange agreements due to the
Company&#146;s favourable assessment of the creditworthiness of the
counterparties.
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2">(ii)</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">The Company has a significant concentration of credit
risk from a supplier of network infrastructure related to volume
rebates receivable totalling approximately $72.1&nbsp;million, which is
included in accounts receivable at December&nbsp;31, 2003.
</FONT></TD>
</TR>
</TABLE>




<P align="center"><FONT size="2">35
</FONT>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>




<P align="left"><FONT size="2"><B>ROGERS WIRELESS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements (continued)<BR>
(Tabular amounts in thousands of dollars, except per share amounts)
</FONT>


<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002
</FONT>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" nowrap align="right"><FONT size="2"><B>16.</B></FONT></TD>
 <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
 <TD><FONT size="2"><B>Commitments:</B>
</FONT></TD>
</TR>
</TABLE>

<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2">(a)</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">The Company is committed, under the terms of licences issued by
Industry Canada, to spend 2% of certain revenues earned in each year
on research and development activities. The Company believes it is in
full compliance with this requirement.
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2">(b)</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">The future minimum lease payments under operating leases,
primarily for the rental of premises for the placement of towers,
radio base stations and transmission equipment, as well as for
administrative and distribution facilities at December&nbsp;31, 2003, are
as follows:
</FONT></TD>
</TR>
</TABLE>

<DIV align="center">
<TABLE cellspacing="0" border="0" cellpadding="0" width="55%">
<TR valign="bottom">
    <TD width="73%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="10%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="11%">&nbsp;</TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Year ending December&nbsp;31:</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">2004</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">34,394</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">2005</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">30,543</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">2006</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">23,983</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">2007</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">16,050</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">2008</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">10,280</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">2009 and thereafter</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">19,342</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">134,592</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</DIV>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2"></FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">Rent expense for 2003 amounted to $35.0&nbsp;million (2002 &#151; $31.5&nbsp;million).
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" nowrap align="right"><FONT size="2"><B>17.</B></FONT></TD>
 <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
 <TD><FONT size="2"><B>Contingent liabilities:</B>
</FONT></TD>
</TR>
</TABLE>

<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
 <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
 <TD><FONT size="2">There exist certain legal actions against the Company, none of which is
expected to have a material adverse effect on the consolidated financial
position of the Company.
</FONT></TD>
</TR>
</TABLE>



<P align="center"><FONT size="2">36
</FONT>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>




<P align="left"><FONT size="2"><B>ROGERS WIRELESS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements (continued)<BR>
(Tabular amounts in thousands of dollars, except per share amounts)
</FONT>


<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002
</FONT>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" nowrap align="right"><FONT size="2"><B>18.</B></FONT></TD>
 <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
 <TD><FONT size="2"><B>Canadian and United States accounting policy differences:</B>
</FONT></TD>
</TR>
</TABLE>

<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
 <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
 <TD><FONT size="2">The consolidated financial statements of the Company have been prepared in
accordance with GAAP as applied in Canada. In the following respects, GAAP
as applied in the United States differs from that applied in Canada.
</FONT></TD>
</TR>
</TABLE>

<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
 <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
 <TD><FONT size="2">If United States GAAP were employed, the net income (loss)&nbsp;in each year
would be adjusted as follows:
</FONT></TD>
</TR>
</TABLE>
<DIV align="center">
<TABLE cellspacing="0" border="0" cellpadding="0" width="75%">
<TR valign="bottom">
    <TD width="5%">&nbsp;</TD>
    <TD width="62%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
</TR>
<TR  valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2003</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2002</B></FONT></TD>
</TR>
<TR  valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Net income (loss)&nbsp;for the year based on
Canadian GAAP</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">137,841</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">(90,705</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Interest capitalized (c)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">5,693</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">6,461</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Pre-operating costs capitalized, net (d)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2,976</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2,976</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Depreciation expense (f)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(2,968</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(2,248</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Financial instruments (g)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(102,787</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">88,121</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Net income based on United States GAAP</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">40,755</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">4,605</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Earnings per share under United States GAAP:</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Basic and diluted</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">0.29</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">0.03</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</DIV>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
 <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
 <TD><FONT size="2">The cumulative effect of these adjustments on the consolidated
shareholders&#146; equity of the Company is as follows:
</FONT></TD>
</TR>
</TABLE>
<DIV align="center">
<TABLE cellspacing="0" border="0" cellpadding="0" width="75%">
<TR valign="bottom">
    <TD width="68%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
</TR>
<TR  valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2003</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2002</B></FONT></TD>
</TR>
<TR  valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Shareholders&#146; equity based on Canadian GAAP</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">443,080</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">300,456</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&#147;Pushed down&#148; goodwill (a)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">770,757</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">770,757</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Amortization of goodwill (b)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(248,890</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(248,890</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Interest capitalized (c)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">31,243</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">25,550</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Pre-operating costs, net (d)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(2,976</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Conversion costs (e)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(3,911</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(3,911</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Accumulated depreciation (f)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(5,499</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(2,531</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Financial instruments (g)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">9,861</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">112,648</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Shareholders&#146; equity based on United States GAAP</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">996,641</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">951,103</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</DIV>




<P align="center"><FONT size="2">37
</FONT>

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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>




<P align="left"><FONT size="2"><B>ROGERS WIRELESS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements (continued)<BR>
(Tabular amounts in thousands of dollars, except per share amounts)
</FONT>


<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002
</FONT>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" nowrap align="right"><FONT size="2"><B>18.</B></FONT></TD>
 <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
 <TD><FONT size="2"><B>Canadian and United States accounting policy differences (continued):</B>
</FONT></TD>
</TR>
</TABLE>

<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
 <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
 <TD><FONT size="2">The areas of material differences between Canadian and United States GAAP
and their impact on the consolidated financial statements of the Company
are described below:
</FONT></TD>
</TR>
</TABLE>

<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2">(a)</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&#147;Push-down&#148; accounting:
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2"></FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">Under United States GAAP, purchase transactions that result in an
entity becoming a wholly owned subsidiary establish a new basis of
accounting for the entity purchased and its assets and liabilities. As
a result of RCI&#146;s acquisition of 100% of the Company in 1989 for United
States GAAP purposes, the Company must record as an asset in its
consolidated financial statements the amount of goodwill that was
recorded on the consolidated financial statements of RCI. As this
acquisition was financed principally by the parent company with
proceeds from other asset sales, the corresponding adjustment for the
assets recorded was an increase in shareholders&#146; equity.
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2"></FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">At the time of the acquisition by RCI, Canadian GAAP did not permit a
subsidiary company to alter the historical costs of its assets or
liabilities upon it being acquired.
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2">(b)</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">Amortization of goodwill:
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2"></FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">As a result of the &#147;push-down&#148; accounting described in (a)&nbsp;above, the
Company was required until 2001 to amortize the amount recorded as
goodwill under United States GAAP. The Company had been amortizing
this amount under United States GAAP over 40&nbsp;years on a straight-line
basis.
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2">(c)</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">Interest capitalization:
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2"></FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">United States GAAP requires capitalization of interest costs as part of
the historical cost of acquiring certain qualifying assets which
require a period of time to prepare for their intended use. This is
not required under Canadian GAAP.
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2">(d)</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">Pre-operating costs:
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2"></FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">Under Canadian GAAP, the Company defers the incremental costs relating
to the development and pre-operating phases of new business, and
amortizes these costs on a straight-line basis over two years. Under
United States GAAP, these costs are expensed as incurred.
</FONT></TD>
</TR>
</TABLE>




<P align="center"><FONT size="2">38
</FONT>

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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>




<P align="left"><FONT size="2"><B>ROGERS WIRELESS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements (continued)<BR>
(Tabular amounts in thousands of dollars, except per share amounts)
</FONT>


<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002
</FONT>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" nowrap align="right"><FONT size="2"><B>18.</B></FONT></TD>
 <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
 <TD><FONT size="2"><B>Canadian and United States accounting policy differences (continued):</B>
</FONT></TD>
</TR>
</TABLE>

<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2">(e)</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">Conversion costs:
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2"></FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">Under Canadian GAAP, the Company capitalized certain costs incurred to
convert data to its new customer care and billing system. United
States GAAP required these costs to be expensed as incurred.
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2">(f)</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">Accumulated depreciation:
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2"></FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">As a result of the capitalization of interest to PP&#038;E required under
United States GAAP described in (c)&nbsp;above, additional depreciation on
the interest capitalized is recorded under United States GAAP in
subsequent periods. As a result of conversion costs being expensed
under United States GAAP as described in (e)&nbsp;above, depreciation
expense is reduced under United States GAAP in subsequent periods.
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2">(g)</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">Financial instruments:
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2"></FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">Under Canadian GAAP, the Company accounts for its cross-currency
interest rate exchange agreements as hedges of specific debt
instruments. Under United States GAAP, these instruments are not
accounted for as hedges as a result of adopting the pronouncement
entitled &#147;Accounting for Derivative Instruments and Hedging Activities&#148;
(&#147;SFAS 133&#148;), effective January&nbsp;1, 2001. Changes in the fair value of
the derivative financial instruments, reflecting primarily market
changes in foreign exchange rates, interest rates, as well as the level
of short-term variable versus long-term fixed interest rates, are
recognized in income immediately. These gains and losses are
recognized together with foreign exchange translation gains and losses,
arising from changes in period-end foreign exchange rates, on the
respective long-term debt. Under United States GAAP, effective January
1, 2001, the Company recorded an increase of $29.2&nbsp;million in the
carrying value of the derivative financial instruments, to a total of
$139.8&nbsp;million, and a corresponding increase in the carrying value of
long-term debt. This increase in long-term debt has been recorded for
United States GAAP purposes as a cumulative transition adjustment that
is being amortized to net income over the remaining life of the
respective long-term debt.
</FONT></TD>
</TR>
</TABLE>




<P align="center"><FONT size="2">39
</FONT>

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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>




<P align="left"><FONT size="2"><B>ROGERS WIRELESS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements (continued)<BR>
(Tabular amounts in thousands of dollars, except per share amounts)
</FONT>


<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002
</FONT>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" nowrap align="right"><FONT size="2"><B>18.</B></FONT></TD>
 <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
 <TD><FONT size="2"><B>Canadian and United States accounting policy differences (continued):</B>
</FONT></TD>
</TR>
</TABLE>

<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2">(h)</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">Operating income before depreciation and amortization:
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2"></FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">United States GAAP requires that depreciation and amortization and the
change in estimates of sales tax and CRTC contribution liabilities be
included in the determination of operating income and does not permit
the disclosure of a subtotal of the amount of operating income before
these items. Canadian GAAP permits the disclosure of a subtotal of the
amount of operating income before these items.
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2">(i)</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">Statements of cash flows:
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2">(i)</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">Canadian GAAP permits the disclosure of a subtotal of the
amount of cash provided by operations before changes in non-cash
working capital items in the consolidated statements of cash
flows. United States GAAP does not permit this subtotal to be
included.
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2">(ii)</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">Canadian GAAP permits bank advances to be included in the
determination of cash and cash equivalents in the consolidated
statements of cash flows. United States GAAP requires that bank
advances be reported as financing cash flows. As a result, under
United States GAAP, the total decrease in cash and cash
equivalents in 2003 in the amount of $14.3&nbsp;million (2002 &#151;
increase of $15.4&nbsp;million) reflected in the consolidated
statements of cash flows would be decreased by $4.2&nbsp;million (2002
 &#151; $5.4&nbsp;million) and cash flows under the heading &#147;Financing
Activities&#148; would be increased by $4.2&nbsp;million (2002 &#151; decrease by
$5.4&nbsp;million).
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2">(j)</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">Statement of comprehensive income:
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2"></FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">United States GAAP requires the disclosure of a statement of
comprehensive income. Comprehensive income generally encompasses all
changes in shareholders&#146; equity, except those arising from transactions
with shareholders. The net income for each of 2003 and 2002 under
United States GAAP as reported is the same as the comprehensive income
for the corresponding years under United States GAAP.
</FONT></TD>
</TR>
</TABLE>




<P align="center"><FONT size="2">40
</FONT>

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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>


<P align="left"><FONT size="2"><B>ROGERS WIRELESS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements (continued)<BR>
(Tabular amounts in thousands of dollars, except per share amounts)
</FONT>


<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002
</FONT>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" nowrap align="right"><FONT size="2"><B>18.</B></FONT></TD>
 <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
 <TD><FONT size="2"><B>Canadian and United States accounting policy differences (continued):</B>
</FONT></TD>
</TR>
</TABLE>

<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2">(k)</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">Other disclosures:
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2"></FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">United States GAAP requires the Company to disclose accrued
liabilities, which is not required under Canadian GAAP. Accrued
liabilities included in accounts payable and accrued liabilities as at
December&nbsp;31, 2003 were $327.2&nbsp;million (2002 &#151; $407.1&nbsp;million). At
December&nbsp;31, 2003, accrued liabilities in respect of PP&#038;E
totalled $48.1 million (2002 &#151; $156.2 million), accrued interest
payable totalled $30.6 million (2002 &#151; $34.9 million), accrued
liabilities related to payroll totalled $37.2 million (2002 &#151; $33.4
million), and accrued liabilities related to commissions and residuals
totalled $56.4 million (2002 &#151; $50.4 million). At December&nbsp;31, 2002, there were no accrued liabilities
that individually exceeded 5% of current liabilities.
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2">(l)</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">Stock-based compensation disclosures:
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2"></FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">For options granted to employees, had the Company determined
compensation costs based on the fair value at grant dates of the stock
options consistent with the method prescribed under FASB&#146;s SFAS 123,
the Company&#146;s net income for the year and earnings per share for the
year would have been reported as the pro forma amounts indicated below:
</FONT></TD>
</TR>
</TABLE>

<DIV align="center">
<TABLE cellspacing="0" border="0" cellpadding="0" width="65%">
<TR valign="bottom">
    <TD width="64%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
</TR>
<TR  valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2003</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>2002</B></FONT></TD>
</TR>
<TR  valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Net income in accordance with
United States GAAP as reported</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">40,755</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">4,605</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Stock-based compensation expense</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(12,149</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(13,708</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Pro forma net income (loss)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">28,606</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">(9,103</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Basic and diluted earnings per share</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">0.29</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">0.03</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Effect of stock-based compensation</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(0.09</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(0.09</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Pro forma basic and diluted
net income (loss)&nbsp;per share</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">0.20</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">(0.06</FONT></TD>
    <TD nowrap><FONT size="2">)</FONT></TD>
</TR>
<TR>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</DIV>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2"></FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">See note 9(d) for further details of stock-based compensation.
</FONT></TD>
</TR>
</TABLE>




<P align="center"><FONT size="2">41
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>



<P align="left"><FONT size="2"><B>ROGERS WIRELESS COMMUNICATIONS INC.</B><BR>
Notes to Consolidated Financial Statements (continued)<BR>
(Tabular amounts in thousands of dollars, except per share amounts)
</FONT>


<P align="left"><FONT size="2">Years ended December&nbsp;31, 2003 and 2002
</FONT>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" nowrap align="right"><FONT size="2"><B>18.</B></FONT></TD>
 <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
 <TD><FONT size="2"><B>Canadian and United States accounting policy differences (continued):</B>
</FONT></TD>
</TR>
</TABLE>

<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2">(m)</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">Recent United States accounting pronouncements:
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2"></FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">In 2002, the Emerging Issues Task Force (&#147;EITF&#148;) reached a consensus
regarding EITF Issue 00-21, &#147;Accounting for Revenue Arrangements with
Multiple Deliverables&#148;. The consensus addresses not only when and how
an arrangement involving multiple deliverables should be divided into
separate units of accounting but also how the arrangement&#146;s
consideration should be allocated among separate units. The
pronouncement is effective for the Company commencing with its 2004
fiscal year. The Company is currently determining the impact of
prospectively adopting EITF 00-21.
</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" nowrap align="right"><FONT size="2"></FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">In 2003, the FASB issued Statement 150, &#147;Accounting for Certain
Financial Instruments with Characteristics of Both Liabilities and
Equity&#148;. This statement requires that under specified circumstances,
these instruments be reclassified from equity to liabilities on the
balance sheet. This statement is effective for financial instruments
entered into or modified after May&nbsp;31, 2003, and otherwise is effective
for the Company&#146;s year beginning January&nbsp;1, 2004. The Company did not
enter into any financial instruments within the scope of this statement
after May&nbsp;31, 2003, and is presently assessing the impact of this
statement on the Company&#146;s consolidated financial statements.
</FONT></TD>
</TR>
</TABLE>
 <P>
<TABLE width="100%" border="0" cellpadding="2" cellspacing="0" style="font-size: 10pt; background: transparent; color: #000000">
<TR>
    <TD width="1%"></TD>
    <TD></TD>
</TR>
<TR valign="top" style="font-size: 10pt;">
    <TD><FONT size="2"><B>19.</B></FONT>&nbsp;</TD>
    <TD><FONT size="2"><B>Subsequent Events:</B></FONT></TD>
</TR>
</TABLE>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(a)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>On January&nbsp;1, 2004, the Company adopted the following new accounting policies
with retrospective application, and as a
result have reflected these new accounting policies in the consolidated
balance sheet as at December&nbsp;31, 2002 and 2003 and
in the consolidated statements of income and cash flows for each of
the years in the two year period ended December&nbsp;31, 2003.
</TD>

</TR>
</TABLE>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right"><I>(i)</I></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><I>GAAP Hierarchy</I></TD>
</TR>

</TABLE>



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As a result of the retroactive application of CICA Handbook Section&nbsp;1100, &#147;Generally Accepted Accounting Principles.&#148; the
Company adopted a classified balance sheet presentation. In addition, changes in non-cash working capital items related to PP&#038;E have been
reclassified to Investing Activities, PP&#038;E Expenditures on the consolidated statements of cash flows. As a result, changes in non-cash
working capital and cash flows from operating activities have been increased (decreased)&nbsp;by ($98.6) million, and $87.7&nbsp;million for the
years ended December&nbsp;31, 2002 and 2003, respectively, and
PP&#038;E expenditure and cash flows used in investing activities have increased (decreased)
by ($98.6) million, and $87.7&nbsp;million for the years ended December&nbsp;31, 2002 and 2003, respectively.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right"><I>(ii)</I></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><I>Revenue Recognition</I></TD>
</TR>

</TABLE>



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As a result of retroactively adopting new Canadian accounting standards, including Emerging Issues Committee,
Abstract 142<I>, &#147;</I>Revenue Arrangements with Multiple Deliverables&#148; and CICA Handbook Section&nbsp;1100,
regarding the timing of revenue recognition and the classification of certain items as revenue or expense, the Company
made the following changes to its classification of certain revenue and expense items:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Activation fees are now classified as equipment revenue. Previously, these amounts were classified as network revenue.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Recoveries from new and existing subscribers from the sale of equipment are now classified as equipment revenue.
Previously, these amounts were recorded as a reduction to sales
expense in the case of a new subscriber, or as a reduction to operating,
general and administrative expense in the case of an existing subscriber.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Equipment subsidies provided to new and existing subscribers are now classified as a reduction to equipment revenue.
Previously, these amounts were recorded as sales expense in the case of a new subscriber or as operating, general and administrative
expense in the case of an existing subscriber. Costs for equipment provided under retention programs to existing subscribers are now
recorded as cost of equipment sales. Previously these amounts were recorded as operating, general and administrative expense.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Certain other recoveries from subscribers related to collections activities are now recorded as network
revenue rather than as a recovery of operating, general and administrative expenses.</TD>
</TR>

</TABLE>




<P align="left" style="margin-left:8%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As a result of the adoption of these new accounting standards, the following changes to the
classification of revenue and expenses have been made:

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="75%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="68%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2003</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2002</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->



<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Postpaid (voice and data) revenue:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-10px">Prior to adoption</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,920,993</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,632,874</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:30px; text-indent:-10px">After adoption</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,911,073</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,628,095</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Network revenue:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:30px; text-indent:-10px">Prior to adoption</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,039,813</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,759,263</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-10px">After adoption</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,029,893</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,754,484</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Equipment sales:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-10px">Prior to adoption</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">242,390</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">206,664</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:30px; text-indent:-10px">After adoption</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">177,901</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">137,030</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Total operating revenue:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:30px; text-indent:-10px">Prior to adoption</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,282,203</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,965,927</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-10px">After adoption</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,207,794</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,891,514</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Cost of equipment sales:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-10px">Prior to adoption</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">244,479</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">209,948</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:30px; text-indent:-10px">After adoption</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">380,771</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">296,794</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Sales and marketing expenses:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:30px; text-indent:-10px">Prior to adoption</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">522,716</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">462,784</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-10px">After adoption</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">361,998</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">328,884</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Operating, general and administrative expenses:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-10px">Prior to adoption</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">787,436</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">765,508</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:30px; text-indent:-10px">After adoption</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">737,453</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">738,149</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The above changes had no impact on operating income or net income (loss).

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(b)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>On
February&nbsp;20, 2004, the Company completed an offering of
U.S.$750.0&nbsp;million aggregate
principal amount of Senior (Secured) Notes, due 2014. The Company used approximately
U.S.$734.7&nbsp;million of the net proceeds to retire certain of its existing Senior Secured Notes and
Debentures and its Senior Subordinated Notes.</TD>
</TR>
</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(c)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>On
October&nbsp;8, 2004 the Company and its bank lenders entered into an amending agreement to
the Company's $700.0&nbsp;million bank credit facility that provided among other things, for a two year
extension to the maturity date and the reduction schedule so that the bank credit facility now reduces by
$140.0&nbsp;million on each of April&nbsp;30, 2008 and April&nbsp;30,
2009 with the maturity date on April&nbsp;30, 2010. The
provision for early maturity in the event that the Company's
10&nbsp;1/2% senior secured notes due 2006 are not
repaid (by refinancing or otherwise) on or prior to December&nbsp;31, 2005 has been eliminated. In addition,
certain financial ratios to be maintained on a quarterly basis have been made less restrictive, the restriction
on the annual amount of PP&amp;E expenditures has been eliminated and the restriction on the payment of
dividends and other shareholder distributions has been eliminated other than in the case of a default or
event of default under the terms of the bank credit facility.</TD>
</TR>
</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(d)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>On
October&nbsp;13, 2004, RCI announced the completion of its purchase
of the 48,594,172 Class&nbsp;B
Restricted Voting shares of RWCI owned by JVII General Partnership (""JVII''), a partnership owned by
AWE, for a cash price of $36.37&nbsp;per share for a total of
approximately $1,767&nbsp;million. The number of
Class&nbsp;B Restricted Voting shares purchased reflects the
conversion of the Class&nbsp;A Multiple Voting shares
owned by JVII to such Class&nbsp;B shares upon closing.</TD>
</TR>
</TABLE>

<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;With
the completion of the purchase, RCI beneficially owns 64,911,816
Class&nbsp;B Restricted Voting
shares, representing approximately &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;80.9% of the issued and
outstanding Class&nbsp;B Restricted Voting shares,
and 62,820,371 Class&nbsp;A Multiple Voting shares, representing &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;100%
of the issued and outstanding Class&nbsp;A
Multiple Voting shares, and which combined represent a total ownership position of &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;approximately 89.3%
of the total issued and outstanding shares of both classes of such shares of RWCI.

<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;RCI
funded the approximate $1,767&nbsp;million cash purchase price of the
48.6&nbsp;million shares of RWCI
through a $1,750&nbsp;million secured &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;bridge financing facility of up to two years with a group of Canadian
financial institutions. The facility stipulates mandatory &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;repayments, subject to certain exceptions, from the
incurrence of debt or equity of RCI or the Company.

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(e)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>On
August&nbsp;9, 2004, a proceeding under the Class&nbsp;Actions Act (Saskatchewan) was brought
against the Company and other providers of wireless communications services in Canada. The proceeding
involves allegations by wireless customers of breach of contract, misrepresentation and false advertising.
The plaintiffs seek unquantified damages from the defendant wireless communications service providers.
The Company believes it has good defences to the allegations. The proceeding has not been certified as a
class action and it is too early to determine whether the proceeding will qualify for certification as a class
action.</TD>
</TR>
</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(f)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>On
September&nbsp;20, 2004, the Company announced an agreement with Microcell Telecommunications Inc. ("Microcell'') to make an all cash tender offer of $35.00 per share to acquire Microcell. The
Company completed the acquisition on November&nbsp;12, 2004. The funding for this acquisition was
comprised of the utilization of the Company's cash on hand, drawdowns under the Company's committed
$700.0&nbsp;million bank credit facility, and proceeds from a bridge
loan from RCI of up to $900.0&nbsp;million, of
which $850.0&nbsp;million has been drawn. The bridge loan has a term
of up to two years from November&nbsp;9,
2004 and was made on an subordinated unsecured basis. The bridge loan
bears interest at 6%&nbsp;per annum
and is prepayable in whole or in part without penalty. RCI funded the
$850.0&nbsp;million drawdown on the
bridge loan using cash on hand, cash received from Rogers Cable in the form of a return of capital and
cash received from Rogers Media in the form of a repayment of an intercompany advance made to Rogers
Media by RCI. Each of Rogers Cable and Rogers Media made drawdowns under its respective committed
bank credit facilities to fund the cash transfers to RCI.</TD>
</TR>
</TABLE>

<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On
April&nbsp;21, 2004 a proceeding was brought against Microcell and its subsidiary, Microcell Solutions
Inc. and others alleging breach of &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;contract, breach of confidence, misuse of confidential information,
breach of a duty of loyalty, good faith and to avoid a conflict of duty &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;and self interest, and conspiracy. The
plaintiff is seeking damages in the amount of $160&nbsp;million. The proceeding is at an early stage. &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Company believes it has good defences to the claim.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(g)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>On
November&nbsp;12, 2004, the Company announced its intention to complete an offering of
$460.0&nbsp;million 7.625% Senior (Secured) Notes Due 2011,
U.S.$550.0&nbsp;million
Floating Rate Senior (Secured) Notes Due 2010, U.S.$470.0&nbsp;million 7.25% Senior (Secured)
Notes Due 2012, U.S.$550.0&nbsp;million 7.5% Senior (Secured) Notes
Due 2015, and U.S.$400.0&nbsp;million 8.0% Senior Subordinated Notes
Due 2012.</TD>
</TR>
</TABLE>

<P align="center"><FONT size="2">42
</FONT>


</BODY>
</HTML>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.18
<SEQUENCE>19
<FILENAME>t14763exv4w18.txt
<DESCRIPTION>EX-4.18
<TEXT>
<PAGE>

                      ROGERS WIRELESS COMMUNICATIONS INC.
                         ------------------------------

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                         ------------------------------

     NOTICE IS HEREBY GIVEN that the Annual Meeting (the "Meeting") of
shareholders of Rogers Wireless Communications Inc. (the "Corporation") will be
held at the Velma Rogers Graham Theatre, 333 Bloor Street East, Toronto,
Ontario, Canada on Thursday, May 27, 2004 at 10:45 a.m. (Toronto time). The
Meeting will be held for the following purposes:

1.   to receive the consolidated financial statements of the Corporation and its
     subsidiaries for the fiscal year ended December 31, 2003, together with the
     auditors' report thereon;

2.   for holders of Class A Multiple Voting Shares, to elect 13 directors of the
     Corporation and for holders of Class B Restricted Voting Shares, to elect 3
     directors of the Corporation;

3.   for holders of Class A Multiple Voting Shares, to appoint auditors and
     authorize the directors to fix their remuneration; and

4.   to transact such other business as may properly come before the meeting and
     any adjournment(s) or postponement(s) thereof.

     A Management Proxy Circular and form of proxy accompany this Notice of
Meeting.

     A proxy or other proof of share ownership may be required for admission to
the Meeting.

NOTES:

(1) At the Meeting, only holders of the Corporation's Class A Multiple Voting
    Shares and Class B Restricted Voting Shares are entitled to vote.

(2) A copy of the Corporation's 2003 Annual Report containing the consolidated
    financial statements of the Corporation and its subsidiaries for the fiscal
    year ended December 31, 2003, and the auditors' report thereon, accompanies
    this Notice of Meeting.

(3) Shareholders who are unable to attend the Meeting are kindly requested to
    specify on the appropriate enclosed form of proxy the manner in which the
    shares represented thereby are to be voted and are requested to sign, date
    and return the same (in the envelope provided for that purpose) by no later
    than 4:30 p.m. (Toronto time) on Wednesday, May 26, 2004, or if the meeting
    is adjourned or postponed, 48 hours (excluding Saturdays, Sundays or
    holidays) before the time the adjourned or postponed meeting is to be
    reconvened or held.

(4) Shareholders should take notice that the Articles of the Corporation impose
    certain restrictions on the issue and transfer of the Corporation's shares
    and the exercise of voting rights. These restrictions are detailed under the
    heading "Restrictions on the Transfer, Voting and Issue of Shares" in the
    accompanying Management Proxy Circular.

(5) On peut obtenir le texte francais de cette circulaire d'information au siege
    social de la compagnie situe au 600 de Maisonneuve ouest, Montreal, Quebec,
    H3A 3J2, ou en telephonant (514) 340-2060. Le texte francais sera aussi
    disponible a l'assemblee.

    DATED at Toronto, Ontario, this 19th day of April, 2004.

                                         BY ORDER OF THE BOARD OF DIRECTORS

                                         DAVID P. MILLER, Secretary
<PAGE>

                      ROGERS WIRELESS COMMUNICATIONS INC.

                           MANAGEMENT PROXY CIRCULAR

                     FOR THE ANNUAL MEETING OF SHAREHOLDERS
                            TO BE HELD MAY 27, 2004

                            SOLICITATION OF PROXIES

     THIS MANAGEMENT PROXY CIRCULAR (THE "INFORMATION CIRCULAR") IS FURNISHED IN
CONNECTION WITH THE SOLICITATION OF PROXIES BY THE MANAGEMENT OF ROGERS WIRELESS
COMMUNICATIONS INC. (the "Corporation") for use at the Annual Meeting of
shareholders of the Corporation (the "Meeting") to be held on Thursday, May 27,
2004, at the time and for the purposes set forth in the accompanying Notice of
Meeting and at any adjournment or postponement thereof. Holders of Class A
Multiple Voting Shares and Class B Restricted Voting Shares who are unable to be
present at the Meeting are requested to complete, sign, date and return the
enclosed form of proxy to the Secretary of the Corporation, c/o Computershare
Trust Company of Canada, 100 University Avenue, 9th Floor, Toronto, Ontario, M5J
2Y1, facsimile number (416) 263-9524 (within the Toronto area) or 1-866-249-7775
(outside the Toronto area) by 4:30 p.m. (Toronto time) on Wednesday, May 26,
2004. An addressed envelope with postage prepaid accompanies this Information
Circular and may be used for such purpose. The Corporation will bear the cost of
solicitation on behalf of management of proxies in the form furnished herewith.
THE SOLICITATION WILL BE PRIMARILY BY MAIL. HOWEVER, PROXIES MAY BE SOLICITED BY
TELEPHONE OR PERSONALLY BY DIRECTORS, OFFICERS OR DESIGNATED AGENTS OF THE
CORPORATION. THE CORPORATION WILL, UPON REQUEST, REIMBURSE BROKER-DEALERS,
BANKS, CUSTODIANS, NOMINEES AND OTHER FIDUCIARIES FOR THEIR REASONABLE EXPENSES
INCURRED IN FORWARDING PROXY MATERIAL TO BENEFICIAL OWNERS OF THE CORPORATION'S
SHARES.

                             APPOINTMENT OF PROXIES

     The persons named in the accompanying form of proxy are Edward S. Rogers,
O.C. (the Chairman of the Corporation), Edward Rogers and Melinda Rogers, each
of whom, other than Melinda Rogers, is a director of the Corporation. A
SHAREHOLDER DESIRING TO APPOINT SOME OTHER PERSON (WHO NEED NOT BE A SHAREHOLDER
OF THE CORPORATION) TO REPRESENT SUCH SHAREHOLDER AT THE MEETING MAY DO SO BY
EITHER INSERTING SUCH PERSON'S NAME IN THE BLANK SPACE PROVIDED IN THE FORM OF
PROXY OR BY COMPLETING ANOTHER APPROPRIATE FORM OF PROXY AND, IN EITHER CASE,
DELIVERING THE COMPLETED FORM OF PROXY, AT ANY TIME UP TO 4:30 P.M. (TORONTO
TIME) ON WEDNESDAY, MAY 26, 2004, TO THE SECRETARY OF THE CORPORATION, C/O
COMPUTERSHARE TRUST COMPANY OF CANADA, 100 UNIVERSITY AVENUE, 9TH FLOOR,
TORONTO, ONTARIO, M5J 2Y1, FACSIMILE NUMBER (416) 263-9524 (WITHIN THE TORONTO
AREA) OR 1-866-249-7775 (OUTSIDE THE TORONTO AREA), OR IF THE MEETING IS
ADJOURNED OR POSTPONED, 48 HOURS (EXCLUDING SATURDAYS, SUNDAYS OR HOLIDAYS)
BEFORE THE TIME THE ADJOURNED OR POSTPONED MEETING IS TO BE RECONVENED OR HELD.

                          NON-REGISTERED SHAREHOLDERS

     Only registered shareholders or the persons they appoint as their
proxyholders are permitted to attend and vote at the Meeting. However, in many
cases, shares of the Corporation beneficially owned by a holder (a
"Non-Registered Holder") are registered either:

     (a)   in the name of an intermediary that the Non-Registered Holder deals
        with in respect of the shares, such as banks, trust companies,
        securities dealers or brokers and trustees or administrators of
        self-administered RRSPs, RRIFs, RESPs and similar plans; or

     (b)   in the name of a depository (such as The Canadian Depository for
        Securities Limited).

     In accordance with the requirements of applicable securities law, the
Corporation has distributed copies of the Notice of Meeting, this Information
Circular, the form of proxy, and the 2003 Annual Report (collectively, the
"meeting materials") to depositories and intermediaries for onward distribution
to Non-Registered Holders.

     Intermediaries are required to forward meeting materials to Non-Registered
Holders unless a Non-Registered Holder has waived the right to receive them.
Very often, intermediaries will use service companies to forward the
<PAGE>

meeting materials to Non-Registered Holders. Non-Registered Holders who have not
waived the right to receive meeting materials will either:

A.  receive, as part of the meeting materials, a voting instruction form which
     must be completed, signed and delivered by the Non-Registered Holder in
     accordance with the directions provided by the intermediary on the voting
     instruction form (which may in some cases permit completion of the voting
     instruction form by telephone or through the Internet); or

B.  be given a form of proxy which has already been signed by the intermediary
     (typically by a facsimile, stamped signature), which is restricted to the
     number of shares beneficially owned by the Non-Registered Holder but which
     is otherwise uncompleted. This form of proxy need not be signed by the
     Non-Registered Holder. In this case, the Non-Registered Holder who wishes
     to submit a proxy should otherwise properly complete the form of proxy and
     deposit it as described above.

     The purpose of these procedures is to permit Non-Registered Holders to
direct the voting of the shares they beneficially own. Should a Non-Registered
Holder who receives either a proxy or a voting instruction form wish to attend
and vote at the Meeting in person (or have another person attend and vote on
behalf of the Non-Registered Holder), the Non-Registered Holder should strike
out the names of the persons named in the proxy and insert the Non-Registered
Holder's (or such other person's) name in the blank space provided or, in the
case of a voting instruction form, follow the corresponding instructions on the
form. IN EITHER CASE, NON-REGISTERED HOLDERS SHOULD CAREFULLY FOLLOW THE
INSTRUCTIONS OF THEIR INTERMEDIARIES AND THEIR SERVICE COMPANIES.

                                   REVOCATION

     The appropriate form of proxy must be signed by the shareholder, or by his
or her attorney authorized in writing, and should be dated with the date on
which it is executed. A registered shareholder who has given a proxy may revoke
it by:

     (a)   completing and signing a proxy bearing a later date and depositing it
           with Computershare Trust Company of Canada by 4:30 p.m. (Toronto
           time) on Wednesday, May 26, 2004;

     (b)   depositing an instrument in writing executed by the shareholder or by
           the shareholder's attorney authorized in writing: (i) at the
           registered office of the Corporation at any time up to and including
           the last business day preceding the day of the Meeting or any
           adjournment of the Meeting at which the proxy is to be used, or (ii)
           with the Chairman of the Meeting prior to the commencement of the
           Meeting on the day of the Meeting or any adjournment of the Meeting;
           or

     (c)   in any other manner provided by law or by the Articles of the
           Corporation.

     The revocation of a proxy will not affect any matter on which a vote has
been taken before the revocation. A Non-Registered Holder may revoke a voting
instruction form or a waiver of the right to receive meeting materials and to
vote given to an intermediary at any time by written notice to the intermediary,
except that an intermediary is not required to act on a revocation of a voting
instruction form or of a waiver of the right to receive materials and to vote
that is not received by the intermediary at least seven days prior to the
Meeting.

                             EXERCISE OF DISCRETION

     Nominees named in the accompanying form of proxy will vote or withhold from
voting the Class A Multiple Voting Shares or Class B Restricted Voting Shares
represented thereby, as the case may be, on any ballot that may be called for in
accordance with the shareholder's instructions (provided such instructions are
certain) and if such shareholder has specified a choice with respect to any
matter to be acted on at the Meeting, the shares will be voted accordingly. IN
THE ABSENCE OF SUCH INSTRUCTIONS, THE SHARES WILL BE VOTED (I) IN FAVOUR OF THE
ELECTION OF THE DIRECTORS NAMED IN THIS INFORMATION CIRCULAR UNDER THE HEADING
"ELECTION OF DIRECTORS"; AND (II) IN FAVOUR OF THE APPOINTMENT OF THE AUDITORS
NAMED IN THIS INFORMATION CIRCULAR AND THE AUTHORIZATION FOR THE DIRECTORS TO
FIX THE REMUNERATION OF THE AUDITORS. THE CLASS A MULTIPLE VOTING SHARES WILL BE
VOTED SEPARATELY IN FAVOUR OF THE ELECTION OF THE 13 DIRECTORS NAMED IN THIS
INFORMATION CIRCULAR UNDER THE HEADING "ELECTION OF DIRECTORS BY HOLDERS OF
CLASS A MULTIPLE VOTING SHARES". THE CLASS B RESTRICTED VOTING SHARES WILL BE
VOTED SEPARATELY IN FAVOUR OF THE ELECTION OF THE 3 DIRECTORS NAMED IN THIS
INFORMATION CIRCULAR UNDER THE HEADING "ELECTION OF DIRECTORS BY HOLDERS OF
CLASS B RESTRICTED VOTING SHARES". THE ACCOMPANYING FORM OF PROXY CONFERS
DISCRETIONARY AUTHORITY UPON THE PERSONS NAMED THEREIN WITH RESPECT TO VOTING ON
AMENDMENTS TO OR VARIATIONS
                                        2
<PAGE>

OF MATTERS IDENTIFIED IN THE NOTICE OF MEETING AND WITH RESPECT TO OTHER MATTERS
THAT MAY PROPERLY COME BEFORE THE MEETING. At the time of printing this
Information Circular, management knows of no such amendments, variations or
other matters to come before the Meeting but if any such amendments, variations
or other matters are properly brought before the Meeting, the persons designated
in the accompanying form of proxy will vote thereon in accordance with their
discretion.

                   SHARES ENTITLED TO BE VOTED AT THE MEETING

     The authorized capital of the Corporation consists of: (i) an unlimited
number of Class A Multiple Voting Shares, without par value; (ii) an unlimited
number of Class B Restricted Voting Shares, without par value; and (iii) an
unlimited number of First Preferred Shares, issuable in series, without par
value. As of April 19, 2004, 90,468,259 Class A Multiple Voting Shares and
52,045,907 Class B Restricted Voting Shares are issued and outstanding. The
Class A Multiple Voting Shares are convertible at any time into Class B
Restricted Voting Shares.

     Holders of the Class A Multiple Voting Shares are generally entitled to ten
votes per share. Holders of the Class B Restricted Voting Shares are generally
entitled to one vote per share other than with respect to the election of all
directors and the appointment of auditors, and are entitled, voting separately
as a class, to elect three directors of the Corporation.

     Each holder of outstanding Class A Multiple Voting Shares or Class B
Restricted Voting Shares of record as at the close of business on April 16,
2004, the record date established for notice of the Meeting and for voting in
respect of the Meeting, will be given notice of and will be entitled to vote at
the Meeting (subject to the Articles of the Corporation which provide that
holders of Class B Restricted Voting Shares shall not vote on the appointment of
auditors or the election of directors, other than the three directors to be
elected as a class by such holders), in person or by proxy, the number of shares
of record held by such shareholder on the record date. Rogers Communications
Inc. ("RCI") and JVII General Partnership (which together, own all of the issued
and outstanding Class A Multiple Voting Shares -- see below under the heading
"Principal Holders of Shares of the Corporation") have each agreed, subject to
certain exceptions not currently applicable, not to vote any Class B Restricted
Voting Shares they hold or control on the election of the three directors to be
elected by the holders of the Class B Restricted Voting Shares voting separately
as a class.

PRINCIPAL HOLDERS OF SHARES OF THE CORPORATION

     To the knowledge of the directors and officers of the Corporation, the only
persons or corporations beneficially owning, directly or indirectly, or
exercising control or direction over more than 10% of the outstanding voting
shares of the Corporation are: (i) RCI, a corporation controlled by Edward S.
Rogers, O.C., and certain corporations owned or controlled directly or
indirectly by him and trusts for the benefit of Mr. Rogers and his family; and
(ii) JVII General Partnership, a general partnership, all of the interests of
which are owned, directly or indirectly, by AT&T Wireless Services, Inc.
("AWS"). RCI, directly and indirectly, beneficially owns or controls, as of
April 19, 2004, 62,820,371 Class A Multiple Voting Shares of the Corporation,
representing 69.4% of the issued and outstanding Class A Multiple Voting Shares
and 16,317,644 Class B Restricted Voting Shares, representing 31.4% of the
issued and outstanding Class B Restricted Voting Shares, which together
represent 67.4% of the total votes attached to all voting shares of the
Corporation currently issued and outstanding. JVII General Partnership
beneficially owns or controls, as of April 19, 2004, 27,647,888 Class A Multiple
Voting Shares of the Corporation, representing 30.6% of the issued and
outstanding Class A Multiple Voting Shares and 20,946,284 Class B Restricted
Voting Shares, representing 40.3% of the issued and outstanding Class B
Restricted Voting Shares, which together represent 31.1% of the total votes
attached to all voting shares of the Corporation currently issued and
outstanding.

                    PARTICULARS OF MATTERS TO BE ACTED UPON

                             ELECTION OF DIRECTORS

     The total number of directors to be elected at the Meeting is 16. The
persons designated in the enclosed form of proxy intend to vote for the election
as directors of the proposed nominees whose names are set out below. The
Articles of the Corporation provide that holders of Class B Restricted Voting
Shares shall be entitled to elect three directors of the Corporation, voting
separately as a class, and that the holders of Class A Multiple Voting Shares
voting as a class, shall elect the remaining directors. Management does not
contemplate that any of the proposed nominees will be unable

                                        3
<PAGE>

to serve as a director but, if that should occur for any reason prior to the
Meeting, the persons designated in the enclosed form of proxy reserve the right
to vote for another nominee at their discretion. Each director elected will hold
office until his or her successor is duly elected at the next annual meeting of
the shareholders of the Corporation or unless, prior thereto, he or she resigns
or his or her office becomes vacant by reason of death or other cause under
applicable law. The board of directors (the "Board") has a number of committees,
including an Executive Committee and an Audit Committee. The members of such
committees and other committees are identified by notes following their names.

ELECTION OF DIRECTORS BY HOLDERS OF CLASS A MULTIPLE VOTING SHARES

     The following table states the names of all the persons proposed to be
nominated for election as directors by the holders of Class A Multiple Voting
Shares, their principal occupations or employments and other positions and
offices with the Corporation or any of its significant affiliates now held by
them, their periods of service as directors of the Corporation, the number of
Class A Multiple Voting Shares and Class B Restricted Voting Shares of the
Corporation and Class A Voting Shares and Class B Non-Voting Shares of RCI, the
Corporation's holding body corporate, beneficially owned or over which control
or direction is exercised by each of them as of April 19, 2004 and the
approximate number of Directors' Deferred Share Units of the Corporation
credited to the account of such person as at April 19, 2004 (see description of
the Directors' Deferred Share Unit Plan under "Other Information -- Compensation
of Directors" in this Information Circular).
<Table>
<Caption>
                                                                                  CLASS A         CLASS B
                                             PRINCIPAL OCCUPATION                MULTIPLE       RESTRICTED
                                            AND POSITION WITH THE                 VOTING          VOTING          CLASS A
                                               CORPORATION AND      DIRECTOR   SHARES OF THE   SHARES OF THE   VOTING SHARES
                   NAME                     SIGNIFICANT AFFILIATES   SINCE      CORPORATION     CORPORATION       OF RCI
                   ----                     ----------------------  --------   -------------   -------------   -------------
<S>                <C>                      <C>                     <C>        <C>             <C>             <C>
                   LEWIS M. CHAKRIN.......  Executive Vice-           2001         Nil             Nil             Nil
(LEWIS) M.                                  President, Corporate
CHAKRIN PHOTO)     (3)(6)(7)(8)             Strategy and Business
                                            Development, AT&T
                                            Wireless Services Inc.
                                            (wireless
                                            communications)
 Lewis M. Chakrin, 56, resides in Mendham, New Jersey, and has been a director of the Corporation since October, 2001. Mr.
 Chakrin is Executive Vice-President, Corporate Strategy and Business Development AT&T Wireless Services, Inc. Mr. Chakrin
 joined Bell Labs in 1969 and served as a supervisor in the Operations Research Group and the Network Architecture Planning
 Group. He joined AT&T Corporate Headquarters in 1982 and served in various capacities including Vice-President, Business
 Sales Division, Strategic Planning Vice-President, International Communications Services, Vice-President, Personal
 Communications Services, Vice-President Business Development and Corporate Strategy and Vice-President, Consumer Product
 Management. Mr. Chakrin holds a M.Sc. in Operations Research, Columbia University, and an M.B.A. and Ph.D. in Finance, New
 York University's Graduate School of Business.

<Caption>
                                   DIRECTORS'
                                    DEFERRED
                      CLASS B      SHARE UNITS
                    NON-VOTING       OF THE
                   SHARES OF RCI   CORPORATION
                   -------------   -----------
<S>                <C>             <C>
                       Nil            Nil
(LEWIS) M.
CHAKRIN PHOTO)
 Lewis M. Chakrin
 Chakrin is Execu
 joined Bell Labs
 Group. He joined
 Sales Division,
 Communications S
 Management. Mr.
 York University'
</Table>

                                        4
<PAGE>
<Table>
<Caption>
                                                                                  CLASS A         CLASS B
                                             PRINCIPAL OCCUPATION                MULTIPLE       RESTRICTED
                                            AND POSITION WITH THE                 VOTING          VOTING          CLASS A
                                               CORPORATION AND      DIRECTOR   SHARES OF THE   SHARES OF THE   VOTING SHARES
                   NAME                     SIGNIFICANT AFFILIATES   SINCE      CORPORATION     CORPORATION       OF RCI
                   ----                     ----------------------  --------   -------------   -------------   -------------
<S>                <C>                      <C>                     <C>        <C>             <C>             <C>
                   H. GARFIELD EMERSON,     National Chairman, law    1992         Nil            1,000            Nil
(H. GARFIELD       Q.C....................  firm of Fasken
EMERSON PHOTO)                              Martineau DuMoulin;
                   (2)(3)(4)(5)(6)(7)       Chairman of RCI and
                                            Deputy Chairman of the
                                            Corporation
 H. Garfield Emerson, Q.C., 63, resides in Toronto, Ontario and has been a director of the Corporation since April, 1992 and
 Deputy Chairman of the Board since May, 2002. Mr. Emerson is also a director of CAE Inc., Canada Deposit Insurance
 Corporation, Wittington Investments, Limited, Rogers Communications Inc., Rogers Cable Inc., Rogers Media Inc., Rogers
 Telecommunications Limited and Sunnybrook & Women's Health Sciences Centre. Mr. Emerson is the past Chair of the Sunnybrook
 & Women's Foundation and past Chair of the Campaign for Victoria University in the University of Toronto. He is a former
 director of the University of Toronto Asset Management Corporation and member of the Business Board of the University of
 Toronto. Mr. Emerson joined Fasken Martineau DuMoulin LLP, a national law firm, in August, 2001 as National Chair and a
 senior partner and leader of the firm's mergers and acquisitions practice. In 1990, Mr. Emerson established NM Rothschild &
 Sons Canada Limited, an investment banking firm affiliated with the Rothschild international investment and merchant bank
 and, from 1990 to 2001, served as its President and Chief Executive Officer. Prior to this, Mr. Emerson practiced law as a
 senior partner with Davies, Ward & Beck Toronto, from 1970 to 1990. Mr. Emerson holds an Honours B.A. (History) and LL.B.,
 University of Toronto, was called to the Bar of Ontario in 1968 and appointed Queen's Counsel in 1980.

                   ANN T. GRAHAM..........  Company Director          --           Nil             Nil             Nil
(ANN T. GRAHAM
PHOTO)             (9)
 Ann T. Graham, 60, resides in Toronto, Ontario. Ms. Graham serves as a director of Rogers Media Inc. and Sheena's Place.
 Ms. Graham is a graduate of the University of New Brunswick (Hon. B.A.). She holds a Bachelor of Education from the
 University of Toronto and a Bachelor of Fine Arts from York University.
                   THOMAS IAN HULL........  Chairman and Chief        1991         Nil            1,000          254,200
(THOMAS IAN HULL                            Executive Officer, The
PHOTO)             (3)(4)(5)(7)             Hull Group Inc.
                                            (insurance)
 Thomas I. Hull, 72, resides in Toronto, Ontario and has been a director of the Corporation since May, 1991. Mr. Hull is
 Chairman and Chief Executive Officer of The Hull Group of Companies. Mr. Hull is also a director of Rogers Communications
 Inc., Rogers Media Inc. and Rogers Telecommunications Limited Mr. Hull is a graduate of Upper Canada College and the
 Insurance Co. of North America College of Insurance and Risk Management. Mr. Hull is a life member of the Canadian
 Association of Insurance and Financial Advisors and past president of the Life Underwriters' Association of Toronto.

<Caption>
                                   DIRECTORS'
                                    DEFERRED
                      CLASS B      SHARE UNITS
                    NON-VOTING       OF THE
                   SHARES OF RCI   CORPORATION
                   -------------   -----------
<S>                <C>             <C>
                      3,265           Nil
(H. GARFIELD
EMERSON PHOTO)

 H. Garfield Emer
 Deputy Chairman
 Corporation, Wit
 Telecommunicatio
 & Women's Founda
 director of the
 Toronto. Mr. Eme
 senior partner a
 Sons Canada Limi
 and, from 1990 t
 senior partner w
 University of To
                       390            Nil
(ANN T. GRAHAM
PHOTO)
 Ann T. Graham, 6
 Ms. Graham is a
 University of To
                      9,800         1,667.42
(THOMAS IAN HULL
PHOTO)

 Thomas I. Hull,
 Chairman and Chi
 Inc., Rogers Med
 Insurance Co. of
 Association of I
</Table>

                                        5
<PAGE>
<Table>
<Caption>
                                                                                  CLASS A         CLASS B
                                             PRINCIPAL OCCUPATION                MULTIPLE       RESTRICTED
                                            AND POSITION WITH THE                 VOTING          VOTING          CLASS A
                                               CORPORATION AND      DIRECTOR   SHARES OF THE   SHARES OF THE   VOTING SHARES
                   NAME                     SIGNIFICANT AFFILIATES   SINCE      CORPORATION     CORPORATION       OF RCI
                   ----                     ----------------------  --------   -------------   -------------   -------------
<S>                <C>                      <C>                     <C>        <C>             <C>             <C>
                   KENT J. MATHY..........  Executive Vice-           2003         Nil             Nil             Nil
(KENT J. MATHY                              President, Business
PHOTO)             (5)(8)                   Market Groups AT&T
                                            Wireless Services,
                                            Inc. (wireless
                                            communications)
 Kent J. Mathy, 44, resides in Kenilworth, Illinois, and has been a director of the Corporation since October, 2003. Mr.
 Mathy is Executive Vice-President, Business Market Groups, AT&T Wireless Services, Inc. Previously Mr. Mathy served as
 Chairman, President and Chief Executive Officer, Celox Networks. Prior to joining Celox, Mr. Mathy served with AT&T,
 holding numerous management positions nationwide over a period of 18 years. Mr. Mathy holds a Bachelor of Business
 Administration, Marketing, University of Wisconsin-Oshkosh, 1981, and attended the University of Michigan, Executive
 Programme, 1993.

                   NADIR H. MOHAMED,        President and Chief,      2001         Nil             Nil             Nil
(NADIR H. MOHAMED  C.A....................  Executive Officer of
PHOTO)                                      the Corporation
                   (3)
 Nadir H. Mohamed, 48, resides in Toronto, Ontario, and has been a director of the Corporation since June, 2001. Mr. Mohamed
 is President and Chief Executive Officer of the Corporation. Prior to joining the Corporation, Mr. Mohamed served as Senior
 Vice-President, Marketing and Sales, Telus Communications Inc., held several senior financial, strategic business
 development and operational management positions at both BC Tel and BC Tel Mobility and served as President and Chief
 Operating Officer, BC Tel Mobility. Mr. Mohamed is a director of Sierra Wireless, Inc. and Cinram International Inc. Mr.
 Mohamed holds an undergraduate degree from the University of British Columbia and received his C.A. designation in 1980.

                   THE HONOURABLE           Senior partner in law     1991         Nil            2,000            Nil
(DAVID ROBERT      DAVID ROBERT PETERSON,   firm of Cassels Brock
PETERSON PHOTO)    P.C., Q.C..............  & Blackwell
                   (2)
 The Hon. David R. Peterson, P.C., Q.C., 60, resides in Toronto, Ontario and has been a director of the Corporation since
 May, 1991. Mr. Peterson is a senior partner and Chairman of Cassels Brock & Blackwell LLP and Chairman of Cassels Pouliot
 Noriega, an international affiliation of Toronto, Montreal and Mexico City law firms. Mr. Peterson was elected as a Member
 of the Ontario Legislature in 1975 and became the Leader of the Ontario Liberal party in 1982. He served as Premier of
 Ontario between 1985 and 1990. Mr. Peterson is also a director of a number of boards that includes Ivanhoe Cambridge
 Shopping Centres Limited, Industrielle Alliance Assurance Company and National Life Assurance Company of Canada, Rogers
 Communications Inc. and BNP Paribas. Mr. Peterson holds a B.A. and LL.B., University of Toronto, was called to the Bar of
 Ontario in 1969, appointed Queen's Counsel in 1980, and summoned by Her Majesty to the Privy Council in 1992.

<Caption>
                                   DIRECTORS'
                                    DEFERRED
                      CLASS B      SHARE UNITS
                    NON-VOTING       OF THE
                   SHARES OF RCI   CORPORATION
                   -------------   -----------
<S>                <C>             <C>
                       Nil            Nil
(KENT J. MATHY
PHOTO)

 Kent J. Mathy, 4
 Mathy is Executi
 Chairman, Presid
 holding numerous
 Administration,
 Programme, 1993.
                       Nil            Nil
(NADIR H. MOHAMED
PHOTO)

 Nadir H. Mohamed
 is President and
 Vice-President,
 development and
 Operating Office
 Mohamed holds an
                      1,000         2,433.18
(DAVID ROBERT
PETERSON PHOTO)

 The Hon. David R
 May, 1991. Mr. P
 Noriega, an inte
 of the Ontario L
 Ontario between
 Shopping Centres
 Communications I
 Ontario in 1969,
</Table>

                                        6
<PAGE>
<Table>
<Caption>
                                                                                  CLASS A         CLASS B
                                             PRINCIPAL OCCUPATION                MULTIPLE       RESTRICTED
                                            AND POSITION WITH THE                 VOTING          VOTING          CLASS A
                                               CORPORATION AND      DIRECTOR   SHARES OF THE   SHARES OF THE   VOTING SHARES
                   NAME                     SIGNIFICANT AFFILIATES   SINCE      CORPORATION     CORPORATION       OF RCI
                   ----                     ----------------------  --------   -------------   -------------   -------------
<S>                <C>                      <C>                     <C>        <C>             <C>             <C>
                   JORDAN M. RODERICK.....  President,                2000         Nil             Nil             Nil
(JORDAN M.                                  International, AT&T
RODERICK PHOTO)    (3)(4)(6)(7)(8)          Wireless Services,
                                            Inc. (wireless
                                            communications)
 Jordan Roderick, 46, resides in Redmond, Washington and has been a director of the Corporation since April, 2000. Mr.
 Roderick is President, International, AT&T Wireless Services, Inc. Prior to his current position, Mr. Roderick was
 Executive Vice-President Wireless Technology and Products and served in a variety of roles with LIN, McCaw Cellular and
 AT&T Wireless Services, Inc., including Executive Vice-President, Cellular One in New York and Vice-President, Products
 Development, AT&T Wireless Services, Inc. Mr. Roderick serves as a director of Rogers Wireless Inc. and PrairieComm, Inc.
 Mr. Roderick holds a B.A. and M.B.A. from Dartmouth College.

                   EDWARD SAMUEL ROGERS,    Chairman of the           1991      62,820,371      16,317,644     51,116,099
(EDWARD SAMUEL     O.C....................  Corporation
ROGERS PHOTO)
                   (1)(3)(5)(6)(7)
 Edward S. Rogers, O.C., 70, resides in Toronto, Ontario and has been Chairman of the Corporation since May, 1991. Mr.
 Rogers is also President and Chief Executive Officer of Rogers Communications Inc. He also serves as a director of Rogers
 Communications Inc., Rogers Cable Inc., Rogers Media Inc., Rogers Telecommunications Limited, Cable Television
 Laboratories, Inc. and the Canadian Cable Television Association. Mr. Rogers holds a B.A., University of Toronto, LL.B.,
 Osgoode Hall Law School, and was called to the Bar of Ontario in 1962. Mr. Rogers was appointed an Officer of the Order of
 Canada in 1990 and inducted into the Canadian Business Hall of Fame in 1994. In 2002, Mr. Rogers was inducted into the U.S.
 Cable Hall of Fame.

                   LORETTA ANNE ROGERS....  Company Director          2003         Nil            1,000           1,000
(LORETTA ANNE
ROGERS PHOTO)      (9)
 Loretta A. Rogers, 65, resides in Toronto, Ontario. Mrs. Rogers serves as a director of Rogers Communications 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.

                   MARTHA L. ROGERS.......  Company Director          --           Nil            1,000            100
(MARTHA L. ROGERS
PHOTO)             (9)
 Martha L. Rogers, 32, resides in Toronto, Ontario. Ms. Rogers serves as a director of Rogers Media Inc. Ms. Rogers holds a
 B.A., University of Western Ontario and is currently completing her internship at the Canadian College of Naturopathic
 Medicine.

<Caption>
                                   DIRECTORS'
                                    DEFERRED
                      CLASS B      SHARE UNITS
                    NON-VOTING       OF THE
                   SHARES OF RCI   CORPORATION
                   -------------   -----------
<S>                <C>             <C>
                       Nil            Nil
(JORDAN M.
RODERICK PHOTO)
 Jordan Roderick,
 Roderick is Pres
 Executive Vice-P
 AT&T Wireless Se
 Development, AT&
 Mr. Roderick hol
                   18,614,690         Nil
(EDWARD SAMUEL
ROGERS PHOTO)
 Edward S. Rogers
 Rogers is also P
 Communications I
 Laboratories, In
 Osgoode Hall Law
 Canada in 1990 a
 Cable Hall of Fa
                     34,265           320.11
(LORETTA ANNE
ROGERS PHOTO)
 Loretta A. Roger
 Media Inc., Roge
 honourary Doctor
                       100            Nil
(MARTHA L. ROGERS
PHOTO)
 Martha L. Rogers
 B.A., University
 Medicine.
</Table>

                                        7
<PAGE>
<Table>
<Caption>
                                                                                  CLASS A         CLASS B
                                             PRINCIPAL OCCUPATION                MULTIPLE       RESTRICTED
                                            AND POSITION WITH THE                 VOTING          VOTING          CLASS A
                                               CORPORATION AND      DIRECTOR   SHARES OF THE   SHARES OF THE   VOTING SHARES
                   NAME                     SIGNIFICANT AFFILIATES   SINCE      CORPORATION     CORPORATION       OF RCI
                   ----                     ----------------------  --------   -------------   -------------   -------------
<S>                <C>                      <C>                     <C>        <C>             <C>             <C>
                   G. MICHAEL SIEVERT.....  Executive Vice            2002         Nil             Nil             Nil
(G. MICHAEL                                 President and Chief
SIEVERT PHOTO)     (5)(8)                   Marketing Officer,
                                            AT&T Wireless
                                            Services, Inc.
                                            (wireless
                                            communications)
 G. Michael Sievert, 34, resides in Yarrow Point, Washington and has been a director of the Corporation since October, 2002.
 Mr. Sievert is Executive Vice-President and Chief Marketing Officer, AT&T Wireless Services, Inc. , a position he has held
 since March, 2002. Previously, Mr. Sievert served as Chief Marketing and Sales Officer, E*TRADE Group, Inc. and has held
 executive positions with IBM and Proctor & Gamble. Mr. Sievert holds a B.Sc. in Economics, The Wharton School, University
 of Pennsylvania.

                   JOHN CHRISTOPHER         Chairman, Rogers          2003         Nil             2000            Nil
(JOHN CHRISTOPHER  COUNSEL WANSBROUGH.....  Telecommunications
PHOTO)                                      Limited (holding
                   (2)(3)(7)                company)
 J. Christopher C. Wansbrough, 71, resides in Toronto, Ontario. Mr. Wansbrough is Chairman, Rogers Telecommunications
 Limited and has held that position since December, 1997. Mr. Wansbrough serves as a director of Rogers Communications Inc.,
 Rogers Cable Inc., Rogers Media Inc. and United Corporations Ltd. Mr. Wansbrough has also served as President of National
 Trust Company and Chairman of the Board of Omers Realty Corporation. Other affiliations include Chairman of the Board of
 the R.S. McLaughlin Foundation and the Independent Order of Foresters. Mr. Wansbrough holds a B.A., University of Toronto,
 and is a Chartered Financial Analyst.

<Caption>
                                   DIRECTORS'
                                    DEFERRED
                      CLASS B      SHARE UNITS
                    NON-VOTING       OF THE
                   SHARES OF RCI   CORPORATION
                   -------------   -----------
<S>                <C>             <C>
                       Nil            Nil
(G. MICHAEL
SIEVERT PHOTO)
 G. Michael Sieve
 Mr. Sievert is E
 since March, 200
 executive positi
 of Pennsylvania.
                      2,665           Nil
(JOHN CHRISTOPHER
PHOTO)
 J. Christopher C
 Limited and has
 Rogers Cable Inc
 Trust Company an
 the R.S. McLaugh
 and is a Charter
</Table>

NOTES:

(1) Further details concerning these and other holdings are described above
    under the heading "Principal Holders of Shares of the Corporation".

(2) Denotes member of the Audit Committee of the Corporation.

(3) Denotes member of Executive Committee of the Corporation.

(4) Denotes member of Compensation Committee of the Corporation.

(5) Denotes member of Nominating and Corporate Governance Committee of the
    Corporation.

(6) Denotes member of Technology Committee of the Corporation.

(7) Denotes member of Finance Committee of the Corporation.

(8) In 1999, the Corporation, RCI and JVII General Partnership entered into a
    number of agreements, including a shareholders' agreement which provides
    for, among other things, the grant by RCI of certain governance rights in
    favour of JVII General Partnership with respect to the Corporation so long
    as JVII General Partnership holds at least 20% of the equity shares of the
    Corporation, including the ability to nominate four directors to the Board
    of Directors of the Corporation. Messrs. Chakrin, Mathy, Roderick and
    Sievert have been nominated for election as directors pursuant to the
    shareholders' agreement.

(9) Loretta Anne Rogers is the spouse of Edward S. Rogers. Martha Rogers is the
    daughter of Edward S. Rogers and Loretta Anne Rogers. Ann Graham is the
    sister of Edward S. Rogers.

     Other than Ann Graham and Martha Rogers, all nominees listed in the table
above are now directors of the Corporation and have been directors since the
dates indicated above. Information as to shares beneficially owned by each
nominee or over which each nominee exercises control or direction, not being
within the knowledge of the Corporation, has been furnished by the respective
nominees individually.

ELECTION OF DIRECTORS BY HOLDERS OF CLASS B RESTRICTED VOTING SHARES

     The following table states the names of all the persons proposed to be
nominated for election as directors by the holders of Class B Restricted Voting
Shares, their principal occupations or employments, their periods of service as
directors of the Corporation, the number of Class A Multiple Voting Shares and
Class B Restricted Voting Shares of the Corporation and Class A Voting Shares
and Class B Non-Voting Shares of RCI, the Corporation's holding body

                                        8
<PAGE>

corporate, beneficially owned or controlled by each of them as of April 19, 2004
and the approximate number of Directors' Deferred Share Units of the Corporation
credited to the account of such person as at April 19, 2004:
<Table>
<Caption>
                                                                                           CLASS A         CLASS B
                                                                                          MULTIPLE       RESTRICTED     CLASS A
                                                PRINCIPAL OCCUPATION AND                   VOTING          VOTING       VOTING
                                              POSITION WITH THE CORPORATION  DIRECTOR   SHARES OF THE   SHARES OF THE   SHARES
                   NAME                        AND SIGNIFICANT AFFILIATES     SINCE      CORPORATION     CORPORATION    OF RCI
                   ----                       -----------------------------  --------   -------------   -------------   -------
<S>                <C>                        <C>                            <C>        <C>             <C>             <C>

                   GEORGE ALFRED              President, Four Halls Inc.       1991         Nil            2,000         7,000
(GEORGE ALFRED     FIERHELLER...............  (investment and consulting)
FIERHELLER PHOTO)
                   (1)(2)(4)
 George A. Fierheller, 70, resides in Toronto, Ontario, and has been a director of the Corporation since May, 1991. Mr.
 Fierheller is President, Four Halls Inc. and served with IBM prior to founding Systems Dimensions Limited in 1968. Mr.
 Fierheller was appointed President and Chief Executive Officer, Premier Cablesystems Limited in 1979, Vice-Chairman of the
 merged Rogers Cablesystems Inc. in 1980 and Chairman and Chief Executive Officer of Rogers Wireless Mobile Communications Inc.
 in 1989. Mr. Fierheller is a director of Extendicare Inc., the Sunnybrook & Women's Hospital Foundation, the Council for
 Business and the Arts in Canada, the Canadian Institute for Advanced Research and the Greater Toronto Marketing Alliance. Mr.
 Fierheller holds an Honours Degree (Political Science and Economics), University of Toronto, 1955. Mr. Fierheller was
 appointed a Member of The Order of Canada in 2000.

                   JAMES C. GRANT...........  President, C.G. James &          1992         Nil            5,000         Nil
JAMES C. GRANT                                Associates (consulting)
PHOTO)             (1)(3)
 James C. Grant, 67, resides in Oakville, Ontario, and has been a director of the Corporation since April, 1992. Mr. Grant is
 President, C.G. James & Associates. Previously, Mr. Grant held senior positions with the Royal Bank of Canada, including
 Deputy Head of the Retail Division responsible for Strategic Planning and Executive Vice-President, Systems and Technology.
 Mr. Grant serves as a director of AgoraeGlobal, U.S.A. and Secure Electrans Limited (U.K.). Mr. Grant represented Canada in a
 number of international associations including the Business Industry Advisory Committee to the O.E.C.D., the International
 Chamber of Commerce on Information Systems and the Telecommunications and Computer Services Sectoral Advisory group on
 International Trade, Government of Canada (NAFTA). Mr. Grant holds a B.Eng., Technical University of Nova Scotia.

                   PIERRE L. MORRISSETTE....  President and Chief Executive    1991         Nil            1,000         Nil
(PIERRE L.                                    Officer, Pelmorex Inc.
MORRISSETTE        (1)(5)                     (broadcasting)
PHOTO)
 Pierre L. Morrissette, 57, resides in Oakville, Ontario and has been a director of the Corporation since May, 1991. Mr.
 Morrissette serves as Chairman, President and Chief Executive Officer of Pelmorex Inc. Mr. Morrissette previously served as
 President and Chief Executive Officer, Canadian Satellite Communications Inc., Chairman and Chief Executive Officer, CI Cable
 Systems, Senior Vice-President and Chief Financial Officer, Telemedia Communications Inc., President, Gasbeau Investments and
 President, Telemedia Enterprises. Mr. Morrissette serves on the Advisory Boards of The Richard Ivey School of Business and
 Meteorological Services of Canada, Environment Canada. Mr. Morrissette holds a B.A. (Economics), Loyola of Montreal, and an
 M.B.A., University of Western Ontario.

<Caption>
                                   DIRECTORS'
                                    DEFERRED
                      CLASS B      SHARE UNITS
                    NON-VOTING       OF THE
                   SHARES OF RCI   CORPORATION
                   -------------   -----------
<S>                <C>             <C>
                      20,000       5,609.08
(GEORGE ALFRED
FIERHELLER PHOTO)
 George A. Fierhe
 Fierheller is Pr
 Fierheller was a
 merged Rogers Ca
 in 1989. Mr. Fie
 Business and the
 Fierheller holds
 appointed a Memb
                         Nil            Nil
JAMES C. GRANT
PHOTO)
 James C. Grant,
 President, C.G.
 Deputy Head of t
 Mr. Grant serves
 number of intern
 Chamber of Comme
 International Tr
                      Nil               Nil
(PIERRE L.
MORRISSETTE
PHOTO)
 Pierre L. Morris
 Morrissette serv
 President and Ch
 Systems, Senior
 President, Telem
 Meteorological S
 M.B.A., Universi
</Table>

NOTES:

(1) Denotes member of the Audit Committee of the Corporation.

(2) Denotes member of the Compensation Committee of the Corporation.

                                        9
<PAGE>

(3) Denotes member of the Technology Committee of the Corporation.

(4) Denotes member of the Nominating and Corporate Governance Committee.

(5) Mr. Morrissette is the controlling shareholder of Pelmorex Inc.
    ("Pelmorex"), a broadcasting company whose most important asset is The
    Weather Network, a Canadian specialty programming service. Rogers Cable
    Communications Inc., a company affiliated with the Corporation, distributes
    The Weather Network as part of its basic cable television service. Pursuant
    to Canadian Radio-television and Telecommunications Commission regulations,
    Rogers Cable Communications Inc. is not permitted to distribute The Weather
    Network as a discretionary service without The Weather Network's written
    consent. Distribution arrangements have been covered by an Affiliation
    Agreement between Rogers Cable Communications Inc. and The Weather Network
    similar to agreements entered into between The Weather Network and other
    cable companies. In 2003, Rogers Cable Communications Inc. paid $6,242,473
    to Pelmorex for distribution of The Weather Network, which represented
    approximately 14.4% of the total revenues for Pelmorex.

     All nominees listed in the table above are now directors of the Corporation
and have been directors since the dates indicated above. Information as to
shares beneficially owned by each nominee or over which each nominee exercises
control or direction, not being within the knowledge of the Corporation, has
been furnished by the respective nominees individually.

                    APPOINTMENT AND REMUNERATION OF AUDITORS

     The persons named in the enclosed form of proxy intend to vote for the
re-appointment of KPMG LLP as auditors of the Corporation to hold office until
the next annual meeting of shareholders and to authorize the directors to fix
their remuneration. KPMG LLP has served as auditors of the Corporation since
1991. Only holders of Class A Multiple Voting Shares are entitled to vote on the
appointment of auditors. The resolution appointing KPMG LLP as the auditors and
authorizing the directors to fix their remuneration will be passed if a majority
of the votes cast is in favour of such resolution.

     The following table presents fees for professional services rendered by
KPMG LLP to the Corporation for the audit of the Company's annual financial
statements for 2003 and 2002, and fees billed for other services rendered by
KPMG LLP.

<Table>
<Caption>
                                                               2003       2002
                                                              -------    -------
                                                                ($)        ($)
<S>                                                           <C>        <C>
Audit fees..................................................  520,500    423,000
Audit related fees (1)......................................   38,956     10,500
Tax fees (2)................................................   73,680     46,810
All other fees (3)..........................................   30,000     64,300
                                                              -------    -------
Total.......................................................  663,136    544,610
                                                              -------    -------
</Table>

(1) Audit related fees consist principally of regulatory audits and other
    specified procedures audits.

(2) Tax fees consist of fees for tax consultation and compliance services.

(3) All other fees consist principally of fees for services related to French
    translation.

            RESTRICTIONS ON THE TRANSFER, VOTING AND ISSUE OF SHARES

RESTRICTIONS

     In order to ensure that the Corporation and any Canadian corporation in
which the Corporation has a direct or indirect interest remains qualified to
hold or obtain any licence required to carry on a cellular radio, PCS, paging or
similar undertaking and to ensure that the Corporation and any Canadian
corporation in which the Corporation has an interest is not in breach of any
applicable prescribed law of Canada or a province or any licences issued to it
or to any Canadian subsidiary, associate or affiliate of it under such law, the
Articles of the Corporation impose certain restrictions on the issue and
transfer of the Corporation's shares and the exercise of voting rights attached
thereto. A copy of the full text of such constraints may be obtained from the
Secretary of the Corporation.

     The cellular, PCS and paging licenses held by the Corporation's wholly
owned subsidiary, Rogers Wireless Inc., include a condition requiring the
licensed carrier company to comply with the ownership restrictions set out in
the Telecommunications Act and the Radiocommunication Act. A maximum level of
20% of the issued voting shares of the licensed carrier company may be owned by
persons who are not Canadians. In addition, at least 80% of the members of the
board of directors of the licensed carrier company must be Canadian. Pursuant to
regulations promulgated under the Telecommunications Act and the
Radiocommunication Act, a parent holding corporation (such as the Corporation)
may

                                        10
<PAGE>

have up to 33 1/3% of its voting shares owned by non-Canadians. Neither the
licensed carrier company nor the parent corporation can be otherwise controlled
by non-Canadians.

     The Corporation is required to limit the ownership of the Corporation's
voting shares, which include only the Class A Multiple Voting Shares, by persons
who are not Canadians to a maximum of 33 1/3% of total issue. The Class B
Restricted Voting Shares are not voting shares for the purposes of the
Telecommunications Act and the Radiocommunication Act. Accordingly, the issue
and transfer of the Class B Restricted Voting Shares is not constrained by the
Articles. However, the Corporation will apply the constraints in the Articles to
ensure that no more than 33 1/3% of the Class A Multiple Voting Shares are
beneficially owned by non-Canadians.

     On November 19, 2002, the Minister of Industry announced that the
Government of Canada would review the restrictions on foreign ownership
applicable to the telecommunications sector. In February, 2003, Rogers Wireless
Inc. appeared before the Parliamentary Standing Committee on Industry, Science
and Technology and filed a brief in support of elimination of the restrictions.
A similar submission had been made by RCI, in February of 2002 to the Standing
Committee on Canadian Heritage urging the removal of restrictions on foreign
ownership applicable to cable television companies. On April 28, 2003, the
Standing Committee on Industry, Science and Technology released a report to
Parliament in which it recommended the removal of all Canadian ownership
requirements applicable to telecommunications common carriers, which would
include wireless carriers such as Rogers Wireless Inc. and entities such as the
Corporation that have a direct or indirect interest in such carriers. This
report also recommended that any changes made to the Canadian ownership
requirements for telecommunications common carriers be extended to cable
television companies, such as Rogers Cable Communications Inc., an affiliate of
the Corporation. However, a second report issued by the Standing Committee on
Canadian Heritage in June, 2003, has expressed concerns that changes in
ownership restrictions for either telecommunications common carriers or cable
television companies could have an adverse impact on the Canadian broadcasting
system. Given these conflicting reports, the Government of Canada has indicated
that it will try to reconcile the conflicting recommendations prior to taking
any legislative action. This reconciliation process is currently underway. It is
not yet known whether the Government of Canada will decide to amend the
telecommunications legislation to relax or eliminate the restrictions on
wireless carriers such as Rogers Wireless Inc.

         TAKE-OVER BID PROTECTION FOR CLASS B RESTRICTED VOTING SHARES

     Under applicable Canadian law, an offer to purchase Class A Multiple Voting
Shares would not necessarily require that an offer be made to purchase Class B
Restricted Voting Shares. In compliance with the rules of the Canadian stock
exchanges, RCI and JVII General Partnership, being the holders of all of the
outstanding Class A Multiple Voting Shares (the "Multiple Voting Shareholders"),
have each entered into agreements (the "Trust Agreements") with CIBC Mellon
Trust Company (the "Trustee") and the Corporation in order to provide the
holders of the Class B Restricted Voting Shares with certain rights in the event
of a take-over bid for Class A Multiple Voting Shares. A take-over bid,
generally defined, is an offer to acquire outstanding equity or voting shares
where, as a result thereof, the offeror would own more than 20% of the shares of
the class.

     The Trust Agreements operate by reference to Ontario securities legislation
in effect from time to time and, based upon the application of existing Ontario
securities legislation, would prevent the sale of Class A Multiple Voting Shares
owned, directly or indirectly, by the Multiple Voting Shareholders pursuant to a
take-over bid, at a price per share in excess of 115% of the market price of the
Class B Restricted Voting Shares as determined under such legislation
(generally, the twenty day average trading price of such shares prior to a bid).
This prohibition will not apply if: (a) such sale is made pursuant to an offer
to purchase Class A Multiple Voting Shares made to all holders of Class A
Multiple Voting Shares and an offer identical in all material respects is made
concurrently to purchase Class B Restricted Voting Shares, which identical offer
has no condition attached other than the right not to take-up and pay for the
shares tendered if no shares are purchased pursuant to the offer for Class A
Multiple Voting Shares; or (b) there is a concurrent unconditional offer to
purchase all of the Class B Restricted Voting Shares at a price per share at
least as high as the highest price per share paid pursuant to the take-over bid
for the Class A Multiple Voting Shares. The Trust Agreement entered into by RCI
will not prevent certain indirect sales resulting from the acquisition of shares
of a corporation which, directly or indirectly, controls, or is controlled by
RCI or the Corporation where the transferor and transferee are members of the
Rogers Family and the sale is otherwise made in accordance with applicable law.
Indirect sales within the Rogers Family between issue of Mr. Rogers (other than
from parent to child) are not excluded from the operation of the Trust
Agreements. The phrase "Rogers Family" is defined to mean (i) Edward S. Rogers,
(ii) his

                                        11
<PAGE>

spouse, (iii) any issue of Mr. Rogers, (iv) his estate, (v) any trust primarily
for the issue of Mr. Rogers, spouses of such issue, Mr. Rogers himself or his
spouse, and (vi) any and all corporations of which more than 90% of the voting
shares and all of the participating shares are directly or indirectly owned by
one or more of the foregoing. In addition, any transfer by JVII General
Partnership of Class A Multiple Voting Shares to AWS, or to an affiliate of AWS
or to a person or company owned 50% by each of AWS or its respective affiliates,
is not prevented by the Trust Agreement entered into by JVII General Partnership
provided that the transferee agrees to become a party to the Trust Agreement.

     Under the Trust Agreements, if any person acquires 20% or more of the Class
B Non-Voting Shares of RCI by means of a take-over bid, such acquisition will
not constitute a take-over bid for Class A Multiple Voting Shares for purposes
of the Trust Agreements. In addition, if the net book value of the Corporation
multiplied by RCI's or JVII General Partnership's percentage interest therein is
not greater than 80% of the net book value of RCI or JVII General Partnership,
respectively, on a consolidated basis, then, for the purposes of the Trust
Agreements, a take-over bid for RCI or JVII General Partnership, respectively,
will not be deemed to be a take-over bid for the Class A Multiple Voting Shares.

     Under the Trust Agreements, any disposition of shares (including a transfer
to a pledgee as security) by the Multiple Voting Shareholders or any person or
company which they control is conditional upon such person or company becoming a
party to an agreement on substantially similar terms and conditions as are
contained in the Trust Agreements.

     The Trust Agreements provide that if a person or company carries out an
indirect sale in respect of any Class A Multiple Voting Shares in contravention
of the Trust Agreements and, following such sale, such Class A Multiple Voting
Shares are owned by the Multiple Voting Shareholder, the Multiple Voting
Shareholder shall not from the time such sale becomes effective and thereafter:
(a) dispose of any such Class A Multiple Voting Shares or convert them into
Class B Restricted Voting Shares, in either case without the prior written
consent of the Trustee; or (b) exercise any voting rights attaching to such
Class A Multiple Voting Shares except in accordance with the written
instructions of the Trustee. The Trustee may attach conditions to any consent
the Trustee gives in exercising its rights thereunder and shall exercise such
rights in a manner that the Trustee considers to be: (i) in the best interests
of the holders of the Class B Restricted Voting Shares, other than the Multiple
Voting Shareholders and holders who, in the opinion of the trustee, participated
directly or indirectly in the transaction that triggered the operation of this
provision; and (ii) consistent with the intentions of the Multiple Voting
Shareholders and the Corporation in entering into the Trust Agreements.

     The Trust Agreements contain provisions for the authorization of action by
the Trustee to enforce the rights thereunder on behalf of the holders of the
Class B Restricted Voting Shares. The obligation of the Trustee to take such
action will be conditional on the Corporation or holders of the Class B
Restricted Voting Shares providing such funds and indemnity as the Trustee may
require. No holder of Class B Restricted Voting Shares will have the right,
other than through the Trustee, to institute any action or proceeding or to
exercise any other remedy to enforce any rights arising under the Trust
Agreements unless the Trustee fails to act on a request authorized by holders of
not less than 10% of the outstanding Class B Restricted Voting Shares after
provision of reasonable funds and indemnity to the Trustee.

     The Trust Agreements provide that they may not be amended, and no provision
thereof may be waived, except with the approval of at least two-thirds of the
votes cast by the holders of Class B Restricted Voting Shares present or
represented at a meeting duly called for the purpose of considering such
amendment or waiver which two-thirds majority shall include a simple majority of
the votes cast by holders of Class B Restricted Voting Shares excluding the
Shareholders and their affiliates and any persons who have an agreement to
purchase Class A Multiple Voting Shares on terms which would constitute a sale
for purposes of the Trust Agreements other than as permitted thereby prior to
giving effect to such amendment or waiver.

     No provision of the Trust Agreements shall limit the rights of any holder
of Class B Restricted Voting Shares under applicable securities legislation.

                                        12
<PAGE>

                               OTHER INFORMATION

COMPENSATION OF DIRECTORS

     In the year ended December 31, 2003, directors were compensated for their
services with a retainer of $15,000 per annum and $1,000 per meeting attended,
$1,250 per meeting attended for directors travelling more than 100 km but less
than 1,000 km to the meeting and $2,000 for directors travelling more than 1,000
km to the meeting. Directors fees are not paid to directors who are also
Executive Officers of the Corporation. Directors who are also directors of RCI
are paid only $1,000 per meeting attended. A director who acts as Chairperson of
a Committee of the Board is paid an additional $5,000 per annum and receives
$1,500 per meeting of such Committee attended.

     A revised compensation structure for directors for 2004 has been approved
by the Board. Effective January 1, 2004, the annual retainer for each member of
the Board of Directors, excluding the Chairman and Vice-Chairman of the Board
and directors who are officers or employees of the Corporation or its affiliates
or who are directors of RCI, increased to $25,000. Directors who are also
directors of RCI, but not officers or employees of RCI or its subsidiaries, are
entitled to an annual retainer of $10,000 from the Corporation and to receive
regular board and committee attendance fees for attending meetings of the
Corporation. The annual committee retainers for the Chairpersons of the Audit
and Compensation Committees were increased to $10,000. For Chairpersons of other
committees of the Board, the annual retainers will remain unchanged at $5,000.
Meeting fees for the Chairpersons of the Audit and Compensation Committees were
increased to $3,000 and remain at $1,500 for other committee Chairpersons.
Meeting fees were also increased for members of the Audit Committee to $1,500
per meeting, $1,750 for directors travelling more than 100 km but less than
1,000 km, and $2,000 for directors travelling more than 1,000 km. Meeting fees
remain unchanged for members of other committees at $1,000, $1,250 and $2,000,
respectively. Directors do not receive compensation to prepare for board or
committee meetings of the Corporation.

     To encourage the directors to align their interests with shareholders, the
Corporation implemented a Directors' Deferred Share Unit Plan (the "DDSU Plan")
in December, 1999 applicable to the fiscal year commencing January 1, 2000 and
subsequent fiscal years. Under the DDSU Plan, non-employee directors may receive
all or a percentage of their total directors' fees in the form of Directors'
Deferred Share Units ("DDSUs"), each of which has a value equal to the market
value of a Class B Restricted Voting Share at the commencement of the relevant
fiscal quarter. A DDSU is a bookkeeping entry credited to the account of an
individual director, which cannot be converted to cash until the director ceases
to be a member of the Board of Directors of the Corporation and its
subsidiaries. The value of a DDSU, when converted to cash, will be equivalent to
the market value of a Class B Restricted Voting Share at the time the conversion
takes place. DDSUs will attract dividends in the form of additional DDSUs at the
same rate as dividends on Class B Restricted Voting Shares.

     In October, 2002, the Board passed a resolution requiring each non-employee
director to acquire direct or indirect beneficial ownership of 4,000 of any
combination of Class A Multiple Voting Shares, Class B Restricted Voting Shares
and DDSUs during his or her term of service as a director of the Corporation,
RCI, Rogers Media Inc. or Rogers Cable Inc., as the case may be.

     From time to time, the directors are granted options to participate in the
stock option plans of the Corporation. Non-employee directors may receive all or
a percentage of such stock options in the form of DDSUs.

     All directors are entitled, after ten years of service, to a retiring
allowance on retirement from the Board in an amount equal to $20,000 plus $2,000
per year of service as a director.

DIRECTORS' AND OFFICERS' LIABILITY INSURANCE

     Through coverage obtained by its parent, RCI, the Corporation has the
benefit of insurance policies for itself and its directors and officers against
liability incurred by them in the performance of their duties as directors and
officers of the Corporation. The approximate amount of the premiums allocated to
the Corporation in respect of these policies on account of directors' and
officers' liability was $433,802 for the year ended December 31, 2003. The
aggregate amount of coverage under the policies in 2003 is the sum of
US$50,000,000 in respect of any one policy period. By the current terms of the
policy, in circumstances where a director or officer has a claim against the
Corporation in respect of a loss covered by the policies, arising out of a
suit(s) brought in Canada, the Corporation may claim for 100% of the loss over
and above US$500,000 and in circumstances where a director or officer has a
claim against the Corporation in respect of a loss covered by the policy arising
out of a suit(s) brought in the United States of America, the Corporation may
claim for 100% of the loss over and above US$1,000,000. In addition, where a
director or officer has a claim against

                                        13
<PAGE>

the insurers in respect of a loss covered by the policies, the director or
officer may claim on the policy for 100% of the loss with no deductible
applicable under the policies.

                             EXECUTIVE COMPENSATION

     The following table sets forth all compensation earned during the last
three fiscal years by the Chief Executive Officer and the Corporation's four
most highly compensated executive officers other than the Chief Executive
Officer who served as executive officers at the end of 2003 ("Named Executive
Officers"). All amounts were paid by the Corporation's subsidiary, Rogers
Wireless Inc.

                           SUMMARY COMPENSATION TABLE

<Table>
<Caption>
- ------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
                                                                                           LONG-TERM
                                                                                          COMPENSATION
                                                                                             AWARDS
                                                        ANNUAL COMPENSATION                SECURITIES
                                                                            OTHER            UNDER
                                                                            ANNUAL        OPTIONS/SARS      ALL OTHER
                                              SALARY        BONUS        COMPENSATION       GRANTED        COMPENSATION
NAME AND PRINCIPAL POSITION          YEAR       ($)          ($)            ($)(1)           (#)(2)           ($)(3)
- -----------------------------------------------------------------------------------------------------------------------
<S>                                 <C>      <C>         <C>            <C>              <C>              <C>            <C>
  N.H. MOHAMED(4)................    2003     624,000     1,192,610         13,008            99,800           2,041
  President and Chief Executive      2002     600,000       683,200         11,175           --                2,041
  Officer                            2001     522,000       328,100         27,479           500,000           1,531
- ------------------------------------------------------------------------------------------------------------------------------
  R.W. BRUCE(5)..................    2003     367,500       551,506          6,768            58,800           1,191
  Executive Vice President, Chief    2002     350,000       558,900          8,493           --                1,191
  Marketing Officer and President,   2001      94,231       200,000         --               100,000             397
  Wireless Data Services
- ------------------------------------------------------------------------------------------------------------------------------
  F. FOX(6)......................    2003    370,800..      397,646          5,656            59,300           1,225
  President, Strategic Relations     2002     360,000       256,600          5,468           --                1,225
                                     2001     360,000       102,600         11,486            25,700           1,225
- ------------------------------------------------------------------------------------------------------------------------------
  D.E. LEVY(7)...................    2003     257,500       623,013          5,255            30,900             877
  President, Midwest Region          2002     250,000       206,875          5,501           --                  851
                                     2001     250,000       317,951         10,922            17,900             851
- ------------------------------------------------------------------------------------------------------------------------------
  J.S. LOVIE(8)..................    2003     350,000       406,196         --                56,000           1,134
  Executive Vice President, Sales,   2002     300,000       266,200         --               --                1,020
  Service and Distribution           2001     126,923        51,938         --               100,000             510
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
</Table>

NOTES:

(1) The value of perquisites and benefits for each Named Executive Officer does
    not exceed the lesser of $50,000 and 10% of the total of the annual salary
    and bonus and is not reported herein. The amounts quoted in this column
    represent the taxable benefits on interest free loans.

(2) The stock options granted to Messrs. Mohamed, Bruce and Lovie in 2001 are
    for Class B Non-Voting Shares of RCI. The stock options granted in 2003 to
    each Named Executive Officer are for Class B Restricted Voting Shares of the
    Corporation. The Corporation has not granted any Stock Appreciation Rights
    (SARs).

(3) The amounts quoted in this column represent premiums paid by the Corporation
    for group term life insurance for each officer.

(4) Mr. Mohamed joined the Corporation on August 14, 2000 and was appointed
    President and Chief Executive Officer of the Corporation on July 1, 2001.
    The bonus paid to Mr. Mohammed in 2003 includes a special bonus in
    furtherance of the Corporation's retention arrangements.

(5) Mr. Bruce joined the Corporation on September 17, 2001. The bonuses paid to
    Mr. Bruce in 2002 and 2003 include the forgiveness of certain indebtedness
    in furtherance of the Corporation's retention arrangements.

(6) Mr. Fox resigned on December 31, 2003.

(7) The bonus paid to Mr. Levy in 2003 includes a special bonus in furtherance
    of the Corporation's retention arrangements.

(8) Mr. Lovie joined the Corporation on July 23, 2001.

     The Corporation's executive officers are eligible for annual cash bonuses.
Annual bonus awards are based on attainment of specified performance levels,
principally related to the Corporation's 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 Compensation Committee of the Board
at the beginning of the fiscal year.

                                        14
<PAGE>

                             STOCK OPTIONS AND SAR

     The following table sets forth individual grants of stock options by the
Corporation during the last financial year to the Named Executive Officers.

          OPTION/SAR(1) GRANTS DURING THE YEAR ENDED DECEMBER 31, 2003
<Table>
<Caption>
====================================================================================

                                                   % OF TOTAL
                                                  OPTIONS/SARS
                               SECURITIES          GRANTED TO           EXERCISE
                                 UNDER            EMPLOYEES IN             OR
                              OPTIONS/SARS         FINANCIAL           BASE PRICE
NAME                         GRANTED(#)(2)            YEAR            ($/SECURITY)
- ------------------------------------------------------------------------------------
<S>                         <C>                 <C>                 <C>
  N.H. MOHAMED..........         61,100         9.09% 8.81%         16.88$$25.96
                                 38,700
- ------------------------------------------------------------------------------------
  R.W. BRUCE............    36,000 22,800       5.36% 5.19%         16.88$$25.96
- ------------------------------------------------------------------------------------
  F. FOX................    36,300 23,000       5.40% 5.24%         16.88$$25.96
- ------------------------------------------------------------------------------------
  D.E. LEVY.............    18,900 12,000       2.81% 2.73%         16.88$$25.96
- ------------------------------------------------------------------------------------
  J.S. LOVIE............    34,300 21,700       5.10% 4.94%         16.88$$25.96
====================================================================================

<Caption>
=========================================================================
                                 MARKET
                                 VALUE
                             OF SECURITIES
                               UNDERLYING
                              OPTIONS/SARS
                              ON THE DATE
                                OF GRANT
NAME                          ($/SECURITY)           EXPIRATION DATE
- -------------------------------------------------------------------------
<S>                         <C>                 <C>
  N.H. MOHAMED..........    16.88$$25.96        April 22, 2013 November
                                                        12, 2013
- -------------------------------------------------------------------------
  R.W. BRUCE............    16.88$$25.96        April 22, 2013 November
                                                        12, 2013
- -------------------------------------------------------------------------
  F. FOX................    16.88$$25.96        April 22, 2013 November
                                                        12, 2013
- -------------------------------------------------------------------------
  D.E. LEVY.............    16.88$$25.96        April 22, 2013 November
                                                        12, 2013
- -------------------------------------------------------------------------
  J.S. LOVIE............    16.88$$25.96        April 22, 2013 November
                                                        12, 2013
=========================================================================
</Table>

NOTES:

(1) The Corporation did not grant any stock appreciation rights (SARs) to the
    Named Executive Officers during 2003.

(2) Two stock option grants were issued during 2003.

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

    AGGREGATED OPTION/SAR EXERCISES DURING THE YEAR ENDED DECEMBER 31, 2003
                    AND FINANCIAL YEAR-END OPTION/SAR VALUES
<Table>
<Caption>
============================================================================
                                        SECURITIES
                                         ACQUIRED              AGGREGATE
                                        ON EXERCISE          VALUE REALIZED
NAME                                        (#)                   ($)
- ----------------------------------------------------------------------------
<S>                                <C>                      <C>
  N.H. MOHAMED.................          --                      --
- ----------------------------------------------------------------------------
  R.W. BRUCE...................          --                      --
- ----------------------------------------------------------------------------
  F. FOX.......................            14,000                130,410
- ----------------------------------------------------------------------------
  D.E. LEVY....................          --                      --
- ----------------------------------------------------------------------------
  J.S. LOVIE...................          --                      --
============================================================================

<Caption>
=======================================================================================
                                          UNEXERCISED             VALUE OF UNEXERCISED
                                        OPTIONS/SARS AT               IN-THE-MONEY
                                       DECEMBER 31, 2003            OPTIONS/SARS AT
NAME                               EXERCISABLE/UNEXERCISABLE      DECEMBER 31, 2003(1)
- ---------------------------------------------------------------------------------------
<S>                               <C>                            <C>
  N.H. MOHAMED.................      350,000/99,800(2)                   --/738,420
                                    200,000/300,000(3)                   --/--
- ---------------------------------------------------------------------------------------
  R.W. BRUCE...................           --/58,800(2)                   --/435,072
                                      50,000/50,000(3)                69,500/69,500
- ---------------------------------------------------------------------------------------
  F. FOX.......................       79,425/78,575(3)              551,241/557,836
- ---------------------------------------------------------------------------------------
  D.E. LEVY....................       60,494/52,350(2)              417,655/368,091
- ---------------------------------------------------------------------------------------
  J.S. LOVIE...................           --/56,000(2)                   --/414,484
                                      50,000/50,000(3)                69,500/69,500
=======================================================================================
</Table>

NOTES:

(1) The closing price of Class B Non-Voting shares of RCI on the Toronto Stock
    Exchange on December 31, 2003, was $21.34. The closing price of Class B
    Restricted Voting Shares of the Corporation on the Toronto Stock Exchange on
    December 31, 2003 was $27.80.


                                        15
<PAGE>

(2) Options for Class B Restricted Voting Shares of the Corporation were issued
    to Messrs. Mohamed, Bruce, Fox, Levy and Lovie from 1994 to 2003 at prices
    ranging from $15.61 to $51.53 per share.

(3) Options for Class B Non-Voting Shares of RCI were issued to Mr. Mohamed in
    2001 at a price of $22.80 per share. Options for Class B Non-Voting Shares
    of RCI were issued to Messrs. Bruce and Lovie in 2001 at a price of $19.95
    per share.

PENSION BENEFITS

     The Corporation's employees participate in the RCI pension plans. The
Corporation records its participation in the RCI pension plans as if it had a
defined contribution plan. For the year ended December 31, 2003, the Corporation
made contributions to the plans of $3.6 million, resulting in pension expense of
the same amount. The RCI pension plans cover participants across the Rogers
group of companies. The value of the accrued pension benefit obligations and the
net assets in the RCI pension plans available to provide for these benefits, at
market, were $368.2 million and $336.1 million, at the measurement date of
September 30, 2003.

     The Named Executive Officers are members of a defined benefit plan which
credits annual pension, payable at age 65, of 2% of career average earnings,
except that earnings for years before 1997 are replaced by 1997 earnings. The
pension benefits, for all officers other than Messrs. Mohamed and Fox, are
limited to maximum amounts of $1,722.22 per year of service prior to January 1,
2004 and $1,883.33 per year of service after December 31, 2003, multiplied by
years of credited service. Remuneration for pension purposes is defined as the
total of salary and commissions not including overtime, bonuses or other special
payments.

     Mr. Mohamed has a supplemental retirement plan that provides for a pension
based on 2% of his average salary and bonus during the 36 consecutive months in
which his earnings are highest. Mr. Mohamed's plan provides that the RCI pension
plan will be supplemented to match the terms and conditions of his previous
employer's pension plans.

     Mr. Fox has a supplemental retirement plan which is based on 2% of his
final five-year average base salary.

     The pensions are payable monthly for the lifetime of the Named Executive
Officers and a minimum of 60 monthly payments are guaranteed.

     The individuals covered by these arrangements, their expected years of
service to normal retirement date, and the estimated annual pension at
retirement (based on the levels of remuneration as at December 31, 2003),
including the benefits under the supplemental retirement plans described above,
are:

<Table>
<Caption>
                                                                PROJECTED     ESTIMATED
NAMED EXECUTIVE OFFICER                                          SERVICE       BENEFIT
- -----------------------                                         ----------    ---------
<S>                                                             <C>           <C>
N.H. Mohamed................................................      21 years    $429,500
R.W. Bruce(1)...............................................    0.25 years    $    400
F. Fox......................................................      11 years    $ 81,700
D.E. Levy...................................................      33 years    $ 59,200
J.S. Lovie..................................................      16 years    $ 28,500
</Table>

NOTE:

(1) Mr. Bruce elected to cease participating in the RCI pension plan effective
    December 24, 2002.

EMPLOYMENT CONTRACTS

     The employment contract for each of the Named Executive Officers includes
the compensation and pension arrangements noted above.

     Mr. Mohamed's contract provides that if his employment is terminated by the
Corporation, other than for cause, he will be entitled to a lump sum equal to 24
months base salary and bonus and continued participation in RCI's pension and
benefits programs (except short term and long term disability coverage). Stock
options of the Corporation and of RCI which, in accordance with their terms,
would have become exercisable by Mr. Mohamed during the 24 months following
termination of employment shall immediately become exercisable and, together
with those stock options which have already become exercisable in accordance
with their terms, shall remain exercisable for a period of 10 years from the
date of grant in the case of the former and from the date of vesting in the case
of the latter. If there is a change of control of the Corporation or of RCI, Mr.
Mohamed may elect to resign and would be entitled to the same compensation,
pension and benefits as if his employment had been terminated by the
Corporation. Mr. Mohamed, among other things, is prohibited for a period of 12
months after termination of his employment from being involved in

                                        16
<PAGE>

any business competitive with the business being carried on by Rogers Wireless
Inc. at the time of the termination of his employment.

     Mr. Bruce's contract provides that if his employment is terminated by the
Corporation, other than for cause, he will be paid a lump sum equal to 24 months
of his base salary and bonus and his benefits (except disability benefits) will
continue for 24 months. He will also be entitled to exercise certain stock
options of the Corporation during the 24 month period following termination of
employment. Mr. Bruce is prohibited from working for any wireless service
provider in Canada during this 24 month period. If there is an ultimate change
of control of the Corporation, Mr. Bruce may elect to resign and would be
entitled to the same compensation and benefits as if his employment had been
terminated by the Corporation.

     Mr. Levy's contract provides that upon termination of his employment by the
Corporation (other than for cause) his salary and benefits (other than
disability coverage) will continue for a period of up to 12 months. Mr. Levy is
prohibited from competing with the Corporation during this 12 month period.

     Mr. Lovie's contract provides that upon termination of employment by the
Corporation, other than for cause, his salary will continue for up to 12 months.
Mr. Lovie is prohibited from competing with the Corporation during this 12 month
period.

                   COMPOSITION OF THE COMPENSATION COMMITTEE

     During the year ended December 31, 2003, the Compensation Committee of the
Corporation consisted of H. Garfield Emerson, Q.C., George A. Fierheller
(Chairman), Albert Gnat, Q.C., Thomas I. Hull, Jordan M. Roderick and Richard D.
Roberts. Mr. Emerson is Deputy Chairman of the Corporation and Chairman of RCI.
Mr. Roberts resigned on May 30, 2003 and Mr. Fierheller was appointed Chairman
on the same date.

                      REPORT ON EXECUTIVE COMPENSATION BY
                           THE COMPENSATION COMMITTEE

     The Corporation's executive compensation programme is administered by the
Compensation Committee, comprised of five members of the Board, none of whom is
a member of the Corporation's management. The Compensation Committee reviews and
recommends to the Board for approval the Corporation's executive compensation
policies and the compensation paid to the Chief Executive Officer and other
officers of the Corporation and its subsidiaries. The Compensation Committee
also reviews the design and competitiveness of the Corporation's compensation
and benefit programmes generally. The Compensation Committee met four times in
2003.

COMPENSATION PHILOSOPHY

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

     Its overall objectives are:

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

     (2)   to provide fair and competitive compensation,

     (3)   to integrate compensation with the Corporation's business plans,

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

     (5)   to reward both business and individual performance.

     The Compensation Committee annually reviews with the Chief Executive
Officer the compensation packages and the performances of all senior executives
of the Corporation 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.

                                        17
<PAGE>

BASE SALARY

     An executive's base salary is determined by an assessment of his/her
sustained performance and consideration of competitive compensation levels for
the markets in which the Corporation operates.

ANNUAL INCENTIVES

     The Corporation's executive officers are eligible for annual cash bonuses.
Annual bonus awards are based on attainment of specified performance levels,
principally related to the Corporation's achievement of targeted operating
income levels and specific individual and corporate objectives identified at the
beginning of the fiscal year. This establishes a direct link between executive
compensation and the Corporation's operating performance. Specific additional
bonus opportunities for exceptional individual or business unit success are also
provided and are set by the Compensation Committee at the beginning of the
fiscal year. Targeted operating income levels for the overall Corporation 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 Corporation 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.

     Special bonuses may be paid in furtherance of retention arrangements for
key employees.

LONG-TERM INCENTIVES

     The Corporation provides a stock option plan to key employees and officers.
In prior years, the Corporation, in conjunction with RCI, has provided a
management share purchase plan to permit senior executives to acquire preferred
shares convertible into Class B Non-Voting Shares of RCI. Certain officers
participated in the RCI Stock Option Plan.

     An important objective of these plans is to encourage executives to acquire
a meaningful direct or indirect ownership interest in the Corporation over a
period of time and as a result focus executives' attention on the long-term
interests of the Corporation and its shareholders. The share purchases under the
share purchase plan are financed by the provision of non-interest bearing loans
repayable in required annual installments by the executive over ten years. The
shares held under the Plan are released to the executive only at such time and
in such proportions as the executive repays the loan. Should the executive leave
the Corporation prior to the end of the ten year period, a proportional number
of the shares are redeemed and cancelled. All stock options granted under the
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.

     In addition, the Corporation has in the past provided loans to key
employees.

CHIEF EXECUTIVE OFFICER'S COMPENSATION

     Mr. Mohamed's compensation arrangements were substantially settled prior to
his commencement of employment with the Corporation. The terms of the
arrangements were established having regard to the prevailing competitive market
situation. The terms of Mr. Mohamed's salary and target bonus were increased on
his promotion to the position of Chief Executive Officer.

     Mr. Mohamed's annual incentive was based on the Corporation's performance
against its budgeted operating income level and specific individual and
corporate objectives identified at the beginning of the fiscal year.

Submitted on behalf of the Compensation Committee

H. GARFIELD EMERSON, Q.C.
GEORGE A. FIERHELLER, CHAIRMAN
THOMAS I. HULL
JORDAN M. RODERICK

                                        18
<PAGE>

                               PERFORMANCE GRAPH

     The following graph compares the cumulative shareholder return of the Class
B Restricted Voting Shares of the Corporation ("RCM.B") with the cumulative
return of the S&P/TSX Composite Total Return Index for the five year period from
December 31, 1998 to December 31, 2003 (assuming an initial investment of $100).
The S&P/TSX Composite Total Return Index reflects the cumulative return of the
S&P/TSX Composite Index, including dividend reinvestment. Values are as at
December 31 of the specified year.

                  COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN

                                      LOGO

<Table>
<Caption>
- -----------------------------------------------------------------------------------------------------------------
                                   DEC. 1998    DEC. 1999    DEC. 2000    DEC. 2001    DEC. 2002    DEC. 2003
- -----------------------------------------------------------------------------------------------------------------
<S>                                <C>          <C>          <C>          <C>          <C>          <C>       <C>
RCM.B..........................     $100.00      $284.59      $142.43      $122.70      $ 75.30      $150.27
- -----------------------------------------------------------------------------------------------------------------
S&P/TSX Composite
  Total Return Index...........     $100.00      $131.71      $141.47      $123.69      $108.30      $137.25
- -----------------------------------------------------------------------------------------------------------------
</Table>

                                        19
<PAGE>

       INDEBTEDNESS OF DIRECTORS, EXECUTIVE OFFICERS AND SENIOR OFFICERS

     All indebtedness described below was incurred prior to July 30, 2002, the
date the United States Sarbanes-Oxley Act of 2002 came into effect. In
compliance with that legislation, no new personal loans to directors or
executive officers were made or arranged, and no existing personal loans were
renewed or modified, after July 30, 2002.

     As of April 19, 2004, the aggregate indebtedness to the Corporation or its
subsidiary, Rogers Wireless Inc., of all present or former directors, officers
and employees in connection with the purchase of securities totalled
approximately $101,233.

     The following table sets forth the particulars of the loans made by or
outstanding to the Corporation or its subsidiary, Rogers Wireless Inc., during
the year ended December 31, 2003 to present or former directors, executive
officers or senior officers of the Corporation, proposed nominees for election
as directors and associates of such persons in connection with the purchase of
securities of RCI.

             TABLE OF INDEBTEDNESS OF DIRECTORS, EXECUTIVE OFFICERS
             AND SENIOR OFFICERS UNDER SECURITIES PURCHASE PROGRAMS
<Table>
<Caption>
======================================================================
                                                     LARGEST AMOUNT
                                                       OUTSTANDING
                                                       DURING THE
                                                     FINANCIAL YEAR
                                  INVOLVEMENT OF          ENDED
                                  CORPORATION OR    DECEMBER 31, 2003
NAME AND PRINCIPAL POSITION         SUBSIDIARY             ($)
- ----------------------------------------------------------------------
<S>                              <C>               <C>
  R.F. BERNER.................      Loan from             28,112
  Executive Vice President and   Corporation(1)
  Chief Technology Officer
======================================================================

<Caption>
============================================================================================
                                                         FINANCIALLY
                                                     ASSISTED SECURITIES
                                      AMOUNT          PURCHASES DURING
                                    OUTSTANDING         THE FINANCIAL
                                       AS AT             YEAR ENDED
                                  APRIL 19, 2004      DECEMBER 31, 2003       SECURITY FOR
NAME AND PRINCIPAL POSITION             ($)                  (#)              INDEBTEDNESS
- --------------------------------------------------------------------------------------------
<S>                              <C>                 <C>                   <C>
  R.F. BERNER.................          Nil                  Nil            RCI Convertible
  Executive Vice President and                                             Preferred Shares
  Chief Technology Officer
============================================================================================
</Table>

NOTE:

(1) The above loan is non-interest bearing. The loan is repayable over ten years
    with mandatory repayments of 5% on the first to sixth anniversaries of the
    loan, 10% on the seventh and eighth anniversaries, 15% on the ninth
    anniversary and 35% on the tenth anniversary. At any time the borrower may
    prepay an amount equal to 10% of the principal amount for each complete year
    the loan has been outstanding less any mandatory repayments.

     As of April 19, 2004 the aggregate indebtedness to the Corporation or its
subsidiary, Rogers Wireless Inc., of all present or former officers, directors
and employees that was not entered into in connection with the purchase of
securities was approximately $1,122,915.

     The following table sets forth the particulars of loans made by or
outstanding to the Corporation or its subsidiary, Rogers Wireless Inc., that
were not provided in connection with a purchase of securities, during the year
ended December 31, 2003, to present or former directors, executive officers or
senior officers of the Corporation, proposed nominees for election as directors
and associates of such persons.

   TABLE OF INDEBTEDNESS OF DIRECTORS, EXECUTIVE OFFICERS AND SENIOR OFFICERS
                 OTHER THAN UNDER SECURITIES PURCHASE PROGRAMS
<Table>
<Caption>
=====================================================================

                                              INVOLVEMENT OF
NAME AND PRINCIPAL POSITION              CORPORATION OR SUBSIDIARY
- ---------------------------------------------------------------------
<S>                                   <C>
  R.W. BRUCE.....................       Loan from Corporation(1)
  Executive Vice President,
Chief Marketing Officer and
President,
Wireless Data Services
=====================================================================

<Caption>
===========================================================================================
                                            LARGEST AMOUNT
                                        OUTSTANDING DURING THE          AMOUNT OUTSTANDING
                                         FINANCIAL YEAR ENDED                 AS AT
                                          DECEMBER 31, 2003               APRIL 19, 2004
NAME AND PRINCIPAL POSITION                      ($)                           ($)
- -------------------------------------------------------------------------------------------
<S>                                  <C>                             <C>
  R.W. BRUCE.....................                250,000                       125,000
  Executive Vice President,
Chief Marketing Officer and
President,
Wireless Data Services
===========================================================================================
</Table>

NOTE:

(1) Mr. Bruce's loan is non-interest bearing, secured by a pledge of the assets
    in an investment account, was advanced on March 11, 2002, is forgivable as
    to $250,000 on September 1, 2003 and as to $125,000 for subsequent
    anniversary dates and is due September 1, 2004.


                                        20
<PAGE>

                  STATEMENT OF CORPORATE GOVERNANCE PRACTICES

     The Board of Directors of the Corporation endorses the principle that its
corporate governance practices ("Corporate Governance Practices") are a
fundamental part of the proper functioning of the Corporation and believe that
they enhance the interests of its securityholders, employees, customers and
others having business and other dealings with the Corporation. These Practices
conform in all substantial aspects with applicable corporate governance
guidelines and standards. Since the beginning of the Corporation's last fiscal
year, there have been further significant regulatory changes affecting Corporate
Governance Practices of Canadian public corporations in Canada and the United
States. Some of these changes emanated from the enactment of the Sarbanes-Oxley
Act of 2002 in the United States which applies to foreign private issuers, such
as the Corporation. The New York Stock Exchange ("NYSE"), on which the
Corporation's shares are traded, adopted new corporate governance rules as part
of its listing standards, some of which apply to the Corporation, and
legislation passed in Ontario empowered the Ontario Securities Commission
("OSC") to make rules affecting certain Corporate Governance Practices of public
companies reporting under Canadian securities legislation. In particular, in
January of 2004, Canadian Securities Commissions adopted new regulations for the
composition and responsibilities of audit committees and for the certification
of disclosure in annual and interim financial statements, and also issued draft
new policies and guidelines for the disclosure of corporate governance practices
and guidelines for effective corporate governance. The Board closely follows
these and other corporate governance developments and is committed to enhancing
its Corporate Governance Practices in light of improving polices and practices.
The Corporation's Corporate Governance Practices, summarized below, are
responsive to the corporate governance guidelines currently adopted by The
Toronto Stock Exchange ("TSX Guidelines"). This statement of Corporate
Governance Practices was prepared by the Nominating and Corporate Governance
Committee of the Board and approved by the Board.

BOARD CHARTER AND MANDATE OF THE BOARD

     The Board has adopted a Board of Directors Charter (the "Board Charter") as
its written mandate providing guidance to Board members as to their duties and
responsibilities. The Board Charter confirms the Board's stewardship of the
business and affairs of the Corporation and its responsibility to supervise
management of the Corporation in conducting the Corporation's business. In
addition to containing specific roles and responsibilities that the Board is to
discharge, the Board Charter provides that Board members are to possess, among
other attributes, characteristics and traits that reflect high ethical standards
and integrity in their personal and professional dealings. Directors of the
Corporation are expected to conduct themselves according to the highest
standards of personal and professional integrity. It also outlines the
procedures to ensure effective and independent operation of the Board and the
role and principal responsibilities of the non-management Chair of the Board.
The Board Charter is maintained on the Corporation's website at www.rogers.com
and a copy of the Board Charter is annexed to this Information Circular as
Schedule A.

     The Board has explicitly assumed responsibility for the stewardship of the
Corporation, including matters referred to in the TSX Guidelines(1). The Board
discharges its responsibilities either directly or through its committees. The
Board has adopted a strategic planning process and reviews and approves, on at
least an annual basis, a strategic plan for each of the Corporation's operating
entities which takes into account, among other things, the opportunities and
risks of the business. The Board is responsible for identifying the principal
risks of the Corporation's businesses and overseeing the implementation of
appropriate risk assessment systems to manage these risks. In addition to
fulfilling its statutory and other requirements, the Board oversees and reviews,
and, where appropriate, formally approves:

     (a)   the strategic and operating plans and financial, capital and
           operating budgets of management;(2)

     (b)   the performance of management and the Corporation against the
           strategic plans and business, operating and capital budgets;

     (c)   the principal risks and the adequacy of systems and procedures to
           manage these risks;(3)

- ---------------

1   TSX Guideline No. 1.

2   TSX Guideline No. 1(a).

3   TSX Guideline No. 1(b).
                                        21
<PAGE>

     (d)   management development, management succession planning, including the
           appointment of senior management, and compensation and major benefit
           policies;(4)

     (e)   acquisitions and divestitures of business operations, strategic
           investments and alliances, major business development initiatives and
           unbudgeted expenditures in excess of $5 million;

     (f)   the Corporation's communications policies to shareholders and
           investors, which address the Corporation's interaction with analysts,
           investors and other key stakeholders and the public and contain
           measures for the Corporation to comply with its continuous and timely
           disclosure obligations;(5)

     (g)   the development of the Corporation's principles and approach to
           corporate governance, including approval of the Corporation's
           Corporate Governance Practices;(6)

     (h)   the monitoring of compliance with the Directors and Officers Code of
           Conduct and Ethics; and

     (i)   the integrity of the Corporation's accounting and financial reporting
           systems, disclosure controls and procedures, internal controls and
           management information systems.(7)

     There were 7 regularly scheduled Board meetings held during 2003. Eight
regular meetings of the Board are currently scheduled for calendar 2004. The
frequency of Board meetings as well as the nature of agenda items may change
depending on developments in the Corporation's affairs.

COMPOSITION OF THE BOARD AND MAJORITY OF INDEPENDENT DIRECTORS

     The Nominating and Corporate Governance Committee of the Board reviews the
size of the Board to ensure that the Board is able to operate effectively in
making Board decisions and to fulfil its various responsibilities. The Board is
currently composed of 15 members, with one vacancy. Two members of the Board are
executive officers of the Corporation and one member is an executive officer of
an affiliate of the Corporation. The Board has determined that 11 of the 15
directors are independent and unrelated on the basis that they do not have a
direct or indirect material relationship with the Corporation or its
subsidiaries which could, in the view of the Board, reasonably interfere with
the exercise of a director's independent judgment. The 4 related Board members
are Edward S. Rogers and Nadir Mohamed, both of whom are executive officers of
the Corporation, Edward Rogers, who is the son of Edward S. Rogers and an
executive officer of Rogers Cable Communications Inc., an affiliate of the
Corporation and Loretta A. Rogers, who is the spouse of Edward S. Rogers. The
Board is, accordingly, constituted with a majority of individuals who are
independent and unrelated directors.(8)

     On April 15, 2004, Albert Gnat, a director of the Corporation and its
predecessors since 1990, passed away. The Board believes it important to note
that Mr. Gnat made many and varied important contributions to the development of
the Corporation over many years both as a director and as a counsel to the
Corporation. The Board recognizes those contributions and expresses its deep
regret at his death.

                  Atque in perpetuum, amicus, ave atque vale,
                  (And forever, Friend, "Hail and farewell.")

     The 11 independent and unrelated directors of the Corporation are Messrs.
Chakrin, Emerson, Fierheller, Grant, Hull, Mathy, Morrissette, Peterson,
Roderick, Sievert and Wansbrough.

     In deciding whether a particular director is an independent and unrelated
director, the Board examined the factual circumstances of each director's direct
and indirect relationship to management and the Corporation and considered them
in the context of all relevant factors, including the fact that the Corporation
is controlled by RCI, which is controlled by an individual shareholder who is
also the Chairman of the Corporation. While certain of the directors of the
Corporation that the Board has affirmatively determined to be independent may be
directors, executive officers, partners or managing members in corporations or
firms that provide certain commercial, banking, legal or other services to the
Corporation, the Board has determined that the amount or dollar value of such
services is not material

- ---------------

4   TSX Guidelines No. 1(c) and No. 8.

5   TSX Guideline No. 1(d).

6   TSX Guidelines No. 5 and No. 10.

7   TSX Guideline No. 1(e).

8   TSX Guideline No. 2
                                        22
<PAGE>

and within the Director Material Relationship Standards referred to below and
that each such director is independent and unrelated.

     In considering the circumstances of the direct or indirect relationship of
each director to the Corporation and determining whether a direct or indirect
relationship that a director may have with the Corporation is material, as
referred to above, the Board took into account its Director Material
Relationship Standards ("Director Materiality Standards") that were adopted by
the Board to assist it in making such determinations. The Director Materiality
Standards provide that any business, commercial, industrial, banking,
consulting, professional, charitable or service relationship that may exist
between the Corporation (which for these purposes includes its subsidiaries) and
a director, or between the Corporation and an entity of which the director is a
director, executive officer, partner or managing member, shall be in the
ordinary course of business of the Corporation and on substantially the same
terms as those prevailing at the time for comparable transactions with
non-affiliated persons on an arm's length basis. Under the Director Materiality
Standards, the following relationships will be considered to be material in
respect of any director:

     (a)   The director has, within the preceding 3 fiscal years of the
           Corporation, been a provider of consulting, professional, investment
           banking, advisory or other services to the Corporation and the total
           direct compensation of the director from the Corporation in respect
           of those services in each such fiscal year amounted to more than
           U.S.$100,000 (other than payments arising from acting in his or her
           capacity as a director of the Corporation including as a part-time
           Chair or Vice-Chair of the Board or a committee of the Board).

     (b)   The director has, within the preceding 3 fiscal years of the
           Corporation, been a director, executive officer, partner or managing
           member of an entity that has or had a business, commercial,
           industrial, banking, consulting, professional or service relationship
           with the Corporation and, pursuant to that relationship, the
           aggregate annual sales or billings from that entity to the
           Corporation or from the Corporation to that entity, in each of the 3
           most recently completed fiscal years of that entity, amounted to more
           than the greater of 2 percent of that entity's consolidated gross
           revenues and U.S.$1,000,000.

     If a director has any other direct or indirect relationship with the
Corporation other than those set forth in (a) or (b) above, the Board will make
a determination whether that director is independent and unrelated based on a
consideration of all relevant facts and circumstances.

     A copy of the Director Materiality Standards is maintained on the
Corporation's website at www.rogers.com and a copy is annexed to this
Information Circular as Schedule B.

CONTROLLING SHAREHOLDER AND REPRESENTATION OF INTERESTS OF SHAREHOLDERS IN BOARD
COMPOSITION

     The Corporation is controlled by RCI, a public corporation which, directly
or indirectly, owns Class A Multiple Voting Shares and Class B Restricted Voting
Shares representing approximately 67.4% of the votes attached to all voting
shares of the Corporation and approximately 55.5% of the issued equity shares of
the Corporation. RCI has the right to exercise a majority of the votes for the
election of the 13 directors of the Corporation to be elected by the holders of
the Class A Multiple Voting Shares, voting separately as a class, and is the
"significant shareholder" of the Corporation.(9) Edward S. Rogers, O.C., the
President and Chief Executive Officer of RCI and a director and Chairman of the
Corporation is the controlling or "significant shareholder" of RCI. Mr. Rogers
indirectly beneficially owns and exercises control and direction over, directly
or indirectly, an aggregate of approximately 90.9% percent of the issued Class A
Shares of RCI, being the only class of voting shares of RCI, and approximately
29.7% of the total issued Class A Shares and Class B Non-Voting Shares of RCI.
Loretta A. Rogers, a related director of the Corporation, is the wife of Mr.
Rogers. Edward Rogers, a related director who is an executive officer of an
affiliate of the Corporation, is the son of Mr. and Mrs. Rogers.

     The Board believes that 7 of the 11 independent directors do not have any
direct or indirect material relationships with either the Corporation, RCI or
any of its subsidiaries, or Edward S. Rogers, including any private companies
directly or indirectly controlled by Edward S. Rogers.(10) The 4 unrelated
directors who have relationships with RCI or with Edward S. Rogers are H.
Garfield Emerson, Thomas I. Hull, The Honourable David R. Peterson and
Christopher C. Wansbrough, each of whom is an outside and unrelated director of
RCI. Messrs. Emerson, Hull and Wansbrough are

- ---------------

9   TSX Guideline No. 2.

10  TSX Guidelines No. 2 and No. 3.
                                        23
<PAGE>

     also independent directors of private companies that are controlled by
Edward S. Rogers and Mr. Wansbrough is also the part-time Chairman of Rogers
Telecommunications Limited, one of such private companies. As described above,
Pierre L. Morrissette is the controlling shareholder of Pelmorex Inc., which has
a commercial relationship with Rogers Cable Communications Inc., an affiliate of
the Corporation. The Board has determined that these relationships as
independent directors of such private companies is not a direct or indirect
material relationship with the Corporation which could reasonably interfere with
the exercise of those individuals' independent judgment.

     Three of the unrelated directors (Pierre L. Morrissette, George A.
Fierheller and Jim C. Grant) were elected by holders of the Class B Restricted
Voting Shares, voting separately as a class. An additional 4 of the unrelated
directors (Lewis M. Chakrin, Kent J. Mathy, Jordan M. Roderick and G. Michael
Sievert) all of whom are executive officers of AWS, were elected by holders of
the Class A Multiple Voting Shares, voting separately as a class, as nominees of
JVII General Partnership, pursuant to the terms of a shareholders agreement
entered into among RCI, JVII General Partnership and the Corporation. AWS is the
sole beneficial owner of JVII General Partnership, which owns Class A Multiple
Voting Shares and Class B Restricted Voting Shares representing approximately
31.1% of the votes attached to all voting shares of the Corporation and
approximately 34.1% of the total issued equity shares of the Corporation. See
"Shares Entitled to be Voted at the Meeting" and "Election of Directors" in this
Information Circular.

     The Board considers that the current nature of the composition of the Board
is appropriate in light of the structure and ownership of the Corporation's
share capital. The 7 independent directors of the Corporation who do not have a
relationship with the significant shareholder, as well as the other independent
directors of the Corporation, ensure that the interests of shareholders other
than the significant shareholder are brought to and considered by the Board. The
Board also believes that the composition of the full Board, which includes a
majority of outside and independent directors who are not part of the management
of the Corporation or its affiliates, including RCI, and the other Corporate
Governance Practices that the Board has adopted, also serve this purpose. Such
practices include the Board Charter, the Directors and Officers Code of Conduct
and Ethics and the mandates, functions and responsibilities of the Audit
Committee, the Nominating and Corporate Governance Committee and the
Compensation Committee and the other committees of the Board and their
respective mandates.(11)

     The Board does not consider it appropriate to change the size of the Board
at this time.(12) The Board believes that all the directors on the Board carry
out their duties objectively, in good faith and with a view to the best
interests of the Corporation and make a valuable contribution to the Board and
the Corporation for the benefit of all shareholders, including shareholders
other than the significant shareholder.

SEPARATION OF THE OFFICES OF CHIEF EXECUTIVE OFFICER AND DEPUTY CHAIR OF THE
BOARD

     Nadir H. Mohamed is the President and Chief Executive Officer of the
Corporation and serves as a director. Edward S. Rogers, the President and Chief
Executive Officer and the controlling and significant shareholder of RCI, is the
Chairman of the Corporation and serves as a director. Mr. Rogers is also
Chairman of the Finance Committee and a member of the Executive and Nominating
and Corporate Governance Committees of the Board.

     H. Garfield Emerson is the non-executive Deputy Chairman of the Board and
chairs meetings of the Board. The Deputy Chairman is an independent and
unrelated director of the Corporation and of RCI of which he is also the non-
executive Chairman of the Board. He is not a member of the Corporation's
management. This separation of the offices of the Deputy Chair of the Board and
the Chief Executive Officer of the Corporation reflects the policy of the Board
as set out in the Board Charter. As mandated in the Board Charter, the principal
responsibility of the Deputy Chair of the Board is to oversee, manage and assist
the Board in fulfilling its duties and responsibilities as a Board in an
effective manner independently of management. In overseeing the Board in the
fulfilment of its responsibilities, the duties of the Deputy Chair of the Board
include

     (a)   chairing Board meetings and annual and special meetings of the
           shareholders of the Corporation,

     (b)   organizing an appropriate annual work plan and regularly scheduled
           Board meetings,

- ---------------

11  TSX Guideline No. 3.

12  TSX Guideline No. 7.
                                        24
<PAGE>

     (c)   participating in the preparation of the agenda for each Board meeting
           and an appropriate information package that is sent on a timely basis
           to each director in advance of the meeting(13),

     (d)   monitoring the work of the Board committees and in that connection
           attending meetings of Board committees as a non-voting participant
           (other that those on which he otherwise sits),

     (e)   assisting in the Board's evaluation and self-assessment of its
           effectiveness and implementation of improvements,

     (f)   providing appropriate guidance to individual Board members in
           discharging their duties,

     (g)   ensuring newly appointed directors receive an appropriate orientation
           and education program, and

     (h)   providing arrangements for directors to communicate with the Deputy
           Chair formally and informally concerning matters of interest to Board
           members.

DIRECTORS AND OFFICERS CODE OF CONDUCT AND ETHICS

     The Board has adopted a Directors and Officers Code of Conduct and Ethics
("Code of Conduct and Ethics" or the "Code") to endorse and promote the
Corporation's commitment to honest and ethical conduct, including fair dealing
and ethical handling of conflicts of interest, to promote accurate and timely
disclosure and compliance with applicable laws and regulations and to ensure the
protection of the Corporation's business interests, assets and confidential
information.

     The Code of Conduct and Ethics, among other things, requires the
Corporation's directors and officers to act with integrity in an honest and
candid manner, to adhere to a high standard of business ethics and to disclose
any material transaction or relationship that could reasonably be expected to
give rise to a conflict of interest. Any conflicts of interest are reported on a
regular basis to the Audit Committee of the Board which has the responsibility
for monitoring compliance with the Code and applying and interpreting the Code
in particular situations. The Audit Committee is required to inform the Board if
it determines that a violation of the Code has occurred. Any waiver of a
provision of the Code of Conduct and Ethics for the directors and officers of
the Corporation may only be made by the Board or the Audit Committee and
reported to the Board.

     The Code of Conduct and Ethics has been publicly filed on SEDAR and is
available on the Corporation's website at www.rogers.com. A copy of the Code of
Conduct and Ethics is annexed to this Information Circular as Schedule C.

BOARD COMMITTEES

     The Board has six committees: the Audit Committee, the Compensation
Committee, the Executive Committee, the Finance Committee, the Nominating and
Corporate Governance Committee and the Technology Committee. In addition to
these committees, from time to time special purpose committees of the Board may
be appointed to deal with specific matters. Special committees of the Board
composed entirely of independent directors who are unrelated to the Corporation
and to the significant shareholder are appointed, if appropriate, to consider
and, if thought fit, approve, or recommend to the Board for approval,
transactions, including transactions not in the ordinary course of business of
the Corporation, between the Corporation and the significant shareholder or any
corporation directly or indirectly controlled by him, or between the Corporation
and subsidiaries of the Corporation.(14)

AUDIT COMMITTEE

     The Audit Committee is composed only of independent and unrelated
directors.(15) The Board adopted an Audit Committee Charter that is maintained
on the Corporation's website at www.rogers.com and a copy of such Charter is
annexed to this Information Circular as Schedule D. Under the terms of the Audit
Committee Charter, the members of the Audit Committee must be independent and
financially literate, or must become financially literate within a reasonable
period of time after appointment. The Corporation's management is responsible
for preparing the Corporation's financial statements and the external auditors
are responsible for auditing those financial statements. The Audit Committee is
responsible for overseeing the conduct of those activities by the Corporation's
management and the external auditors and overseeing the activities of the
internal auditors of the Corporation. The external auditors of the

- ---------------

13  TSX Guideline No. 12.

14  TSX Guidelines No. 9 and No. 13.

15  TSX Guideline No. 13.
                                        25
<PAGE>

     Corporations report and are accountable to the Audit Committee. The
Committee's responsibilities include, in summary, among other matters:

     (a)   in consultation with the external auditors and the internal auditors,
           reviewing the integrity of the Corporation's financial reporting
           processes and procedures, both internal and external, and any major
           issues as to the adequacy of the internal controls and any special
           audit steps adopted in light of any material control deficiencies;

     (b)   reviewing and discussing with management and the external auditors
           the Corporation's annual audited consolidated financial statements
           and its interim unaudited consolidated financial statements;

     (c)   receiving and reviewing an annual report from the external auditors
           describing all critical accounting policies and practices used by the
           Corporation, all material alternative accounting treatments of
           financial information within GAAP discussed with management and other
           material written communications between the external auditors and
           management;

     (d)   reviewing the interim quarterly and annual financial information and
           annual and interim press releases prior to the release of earnings
           information;

     (e)   responsibility for the selection, nomination, compensation,
           retention, termination and oversight of the work of the external
           auditor engaged for audit, review and attest services and for
           recommending to the Board the external auditors to be nominated for
           approval by the shareholders;

     (f)   pre-approval of all audit engagements and the provision by the
           external auditors of all non-audit services, including fees and terms
           for all audit engagements and non-audit services, including authority
           to establish the types of non-audit services the external auditors
           shall not be permitted to provide and the types of audit,
           audit-related and non-audit services for which the Audit Committee
           may retain the external auditors;

     (g)   assessing and reporting to the Board on the independence and
           performance of the external auditors;

     (h)   overseeing management's design and implementation of and reporting on
           internal controls, including receiving reports from management, the
           internal auditors and the external auditors with regard to the
           reliability and effective operation of the Corporation's accounting
           system and internal controls;

     (i)   reviewing the activities, organization and qualifications of the
           internal auditors, including the responsibilities, budget and
           staffing of the internal audit function;

     (j)   reviewing, prior to finalization, periodic public disclosure
           documents containing financial information, including Management's
           Discussion and Analysis (MD&A) and Annual Information Form (AIF);

     (k)   reviewing with the Corporation's General Counsel legal compliance
           matters, significant litigation and other legal matters;

     (l)   establishing procedures and policies for the receipt, retention and
           treatment of complaints received by the Corporation regarding
           accounting, internal accounting controls or auditing matters and the
           confidential, anonymous submission by employees of the Corporation of
           concerns regarding questionable accounting or auditing matters;

     (m)  preparing and reviewing with the Board an annual performance
          evaluation of the Audit Committee;

     (n)   reviewing and assessing the adequacy of the Audit Committee Charter
           on an annual basis.

     The Audit Committee meets periodically and separately with the Chief
Financial Officer, the internal auditor, the external auditors and the General
Counsel of the Corporation in private sessions. The external auditors report
directly to the Audit Committee. The Audit Committee has the authority to engage
and establish, at the expense of the Corporation, outside advisors including
experts in particular areas of accounting, legal counsel and other experts of
consultants as it determines necessary to carry out its duties, without seeking
approval of the Board or management. The Audit Committee has the authority to
conduct any investigation appropriate to fulfilling its responsibilities and has
direct access to the external auditors, internal auditors, the general counsel
and other officers and employees of the Corporation.

     The Audit Committee met 6 times in 2003. Its members in 2003 were Messrs.
Chakrin, Emerson, Fierheller, Finnegan, Grant, Morrissette, Peterson, Ricketts
and Wansbrough. Mr. Morrissette is the Chairman of the Audit

                                        26
<PAGE>

Committee. Mr. Ricketts resigned from the Audit Committee in May, 2003. Messrs.
Chakrin and Finnegan resigned from the Audit Committee in July, 2003. Mr.
Wansbrough was appointed to the Audit Committee in May, 2003.

COMPENSATION COMMITTEE

     The Compensation Committee is composed of five outside non-management
directors, all of whom but two are independent and unrelated directors.(16) The
Compensation Committee approves, amongst other matters, the compensation of
senior executives and other employees above specified remuneration levels and
reviews and recommends to the Board for approval the Corporation's executive
compensation policies. The Compensation Committee also reviews the design and
competitiveness of the Corporation's compensation and benefit programmes
generally and the Corporation's management development and succession planning
for its senior executives.

     The Compensation Committee met 4 times in 2003. Mr. Fierheller is the
Chairman of the Compensation Committee. Its members in 2003 were Messrs.
Emerson, Fierheller, Gnat, Hull, Roberts and Roderick. Mr. Roberts resigned in
May, 2003.

EXECUTIVE COMMITTEE

     The Executive Committee is composed of a majority of independent and
related directors, and includes a member of management, Edward S. Rogers, and an
executive officer of an affiliate of the Corporation, Edward Rogers.(17) The
Executive Committee has delegated to it all of the powers that may be delegated
to an Executive Committee under the Corporation's governing statute, being
Canada Business Corporations Act.

     The Executive Committee did not meet in 2003. Mr. Edward S. Rogers is the
Chairman of the Executive Committee. Its members in 2003 were Messrs. Chakrin,
Emerson, Hull, Mohamed, Roderick, Edward S. Rogers, Edward Rogers and
Wansbrough. Mr. Wansbrough was appointed in May, 2003.

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE

     The Nominating and Corporate Governance Committee is composed of a majority
of related directors and includes one member of management, Edward S. Rogers,
the controlling shareholder of RCI and the Chairman of the Corporation.(18) It
is responsible for developing the Corporation's approach to corporate governance
issues. The Nominating and Corporate Committee makes recommendations to the
Board with respect to developments in the areas of corporate governance and the
Corporate Governance Practices of the Board, including the methods and processes
by which the Board fulfils its duties. Such corporate governance issues include:

     (a)   developing, recommending to the Board and reviewing from time to time
           the Corporate Governance Practices of the Corporation, including the
           Board Charter and the Code of Conduct and Ethics;(19)

     (b)   recommending the number and content of meetings and the annual work
           plan and schedule of issues for the consideration of the Board and
           its committees;

     (c)   reviewing the size and composition of the Board and its committees
           and the board of directors and the committees of the Corporation's
           affiliates;(20)

     (d)   establishing selection criteria for members of the Board and
           identifying prospective new members of the Board;(21)

     (e)   reporting to the Board with respect to the adequacy and form of the
           compensation of directors;(22)

     (f)   recommending appropriate candidates for nomination for election to
           the Board and to the boards of directors of the Corporation's
           affiliates;(23)

- ---------------

16  TSX Guidelines No. 9 and No. 11.

17  TSX Guideline No. 9.

18  TSX Guidelines No. 4 and No. 9.

19  TSX Guideline No. 10.

20  TSX Guideline No. 7.

21  TSX Guideline No. 4.

22  TSX Guideline No. 8.

23  TSX Guideline No. 4.
                                        27
<PAGE>

     (g)   providing an orientation program for new directors;(24)

     (h)   evaluating, on an annual basis, the performance of the Board as a
           whole, its committees and the contribution of each individual
           director;(25)

     (i)   reviewing the mandates of the committees of the Board; and

     (j)   monitoring the policies of the Corporation regarding senior officers
           accepting directorships with non-affiliated corporations, minimum
           common share ownership for non-management directors, insider trading
           and disclosure and restricted use of confidential material
           information.

     The Nominating and Corporate Governance Committee also oversees a system
that enables an individual director to engage an outside advisor at the expense
of the Corporation in appropriate circumstances.(26)

     The Nominating and Corporate Governance Committee held two meetings in
2003. Its members were Messrs. Emerson, Fierheller, Finnegan, Hull, Mathy,
Ricketts, Sievert and Edward S. Rogers. Mr. Emerson is the Chairman of the
Nominating and Corporate Governance Committee. Mr. Ricketts resigned and Mr.
Fierheller was appointed in May, 2003. Mr. Finnegan resigned and Mr. Mathy was
appointed in October, 2003.

TECHNOLOGY COMMITTEE

     The Board has approved the Corporation's participation in the membership of
the intercompany Technology Committee composed of directors from each of the
Corporation, RCI, Rogers Cable Communications Inc. and Rogers Media Inc.

     The major responsibilities of the Technology Committee include reviewing
and reporting to the Board and the boards of the other corporate participants on
the major issues and processes regarding

     (a)   the acquisition of technology assets, including equipment and
           software applications (both engineering and information technology);

     (b)   evolving developments in technology affecting the Corporation's
           businesses;

     (c)   developing management presentations to the Board on technology
           issues;

     (d)   assisting the Board in the evaluation of the efficacy and
           implications of technology issues of major proposed strategic
           alliances and investments, licensing agreements and joint ventures;
           and

     (e)   reviewing corporate strategy on technology issues.

     To assist the Technology Committee in performing its mandate, the Committee
may consult with and engage outside experts and professional advisors.

     The Technology Committee held 3 meetings and tutorial sessions for all
directors of the Corporation and its operating subsidiaries in 2003 at which
presentations were made on various technology issues affecting the Corporation.

     Members of the Technology Committee in 2003 from the Board were Messrs.
Chakrin, Emerson, Grant, Roderick, Edward S. Rogers and Edward Rogers. The other
members of the Technology Committee were Robert Korthals and William Schleyer
(representing RCI), James Fleck (representing Rogers Media Inc.) and John
MacDonald (representing Rogers Cable Inc.). The Chairman of the Technology
Committee is James Grant, an unrelated director of the Corporation.

FINANCE COMMITTEE

     The Finance Committee is composed of an equal number of related and
unrelated directors of the Corporation.(27) The members of the Finance Committee
in 2003 were Messrs. Chakrin, Emerson, Hull, Roderick, Edward S. Rogers, Edward
Rogers and Wansbrough. Edward S. Rogers, the controlling shareholder and the
President and Chief Executive Officer of RCI, is the Chairman of the Finance
Committee. The Finance Committee did not meet in 2003.

- ---------------

24  TSX Guideline No. 6.

25  TSX Guideline No. 5.

26  TSX Guideline No. 14.

27  TSX Guideline No. 9.
                                        28
<PAGE>

     Without derogating from the rights and duties of the Board, it is the
responsibility of the Finance Committee to review and report to the Board or any
other committee of the Board on certain matters prior to their submission to the
Board or to any other committee of the Board or the filing of any document
required to implement any such matter with any governmental or regulatory
authority, including:

     (a)   financings, including the issue of shares;

     (b)   non-budgeted transactions outside the ordinary course of business
           involving more than $30 million;

     (c)   alliance, branding, license, partnership and joint venture
           arrangements involving more than $30 million; and

     (d)   the grant or assumption of any right of first negotiation, first
           offer or first refusal or the grant or assumption or issuance of any
           non-competition covenant or exclusivity undertaking, in each case
           which involves property, assets or revenues in excess of $30 million
           in the aggregate.

     The Finance Committee is also responsible to review candidates for
appointment as the Chief Financial Officer and Chair of the Audit Committee of
the Corporation and its subsidiaries.

DECISIONS REQUIRING BOARD APPROVAL

     In addition to those matters that are reviewed by the Board which must be
approved by the Board under its Corporate Governance Practices and by law,
management is also required to seek Board approval for any unbudgeted
expenditure in excess of $5 million that has not been previously approved by the
Board as part of the Corporation's operating plans and capital and operating
budgets. Management is also required to obtain Board approval before entering
into any major strategic initiative or any venture which is outside the
Corporation's existing businesses.(28) These matters are included in "Role and
Responsibilities of the Board" in the Board Charter.

BOARD AND DIRECTOR PERFORMANCE

     As noted earlier, the Nominating and Corporate Governance Committee has the
mandate to recommend to the Board nominees for election as Board directors and
for evaluating the performance of the Board as a whole, its committees and the
contributions of each director. In fulfilling this responsibility, the Committee
periodically uses written questionnaires to solicit comment and evaluation from
directors individually on the Board's performance and effectiveness and to seek
recommendations for areas of improvement of Board practices and processes. The
Deputy Chairman of the Board also engages in discussions with the members of the
Board individually to review Board and director areas of interest, including
assessments of the effectiveness and performance of the Board. The Deputy
Chairman also discusses directly with each chairperson of the committees of the
Board the mandate and functioning of the committees and reviews the
recommendations from committee chairpersons with the Nominating and Corporate
Governance Committee concerning the operation of the Board committees, including
assessments of their respective effectiveness and performance.

INVESTOR FEEDBACK

     RCI maintains an Investor Relations department which provides investor
relations services to the Corporation that the Board believes are important and
highly effective. Every investor inquiry receives a prompt response from the
Investor Relations department or an appropriate officer of the Corporation.

BOARD'S EXPECTATIONS OF MANAGEMENT

     The quality and completeness of information which management provides to
the Board is critical to the proper functioning of the Board. Directors must
have confidence in the data gathering, analysis and reporting functions of
management. The Deputy Chairman of the Board and the Nominating and Corporate
Governance Committee of the Board monitor the nature and timeliness of the
information requested of and provided by management to the Board so that the
Board is able to determine if the Board can be more effective in identifying
problems and opportunities for the Corporation.

     The Chief Executive Officer has provided a detailed job description for the
office of the Chief Executive which specifically outlines his responsibilities.
This job description has been approved by the Compensation Committee. The

- ---------------

28  TSX Guideline No. 11.
                                        29
<PAGE>

Chief Executive Officer's written objectives for the current year will be
reviewed and approved by the Compensation Committee.(29)

                 INTEREST OF INSIDERS IN MATERIAL TRANSACTIONS

     During the fiscal year ended December 31, 2003, other than as disclosed in
this Information Circular, in the consolidated financial statements of the
Corporation for the fiscal year ended December 31, 2003 and the notes thereto
and Management's Discussion and Analysis of the Corporation's financial
condition and results of operation for the year ended December 31, 2003, the
Corporation is not aware of any material interest of any insider of the
Corporation, or any proposed nominee for election as a director of the
Corporation, or any associate or affiliate of such insider or proposed nominee,
in any transaction or in any proposed transaction which has materially affected
or would materially affect the Corporation or any of its subsidiaries.

                              MANAGEMENT CONTRACTS

     Other than as disclosed in this Information Circular, in the consolidated
financial statements of the Corporation for the fiscal year ended December 31,
2003 and the notes thereto and Management's Discussion and Analysis of the
Corporation's financial condition and results of operation for the year ended
December 31, 2003, there are no agreements or arrangements where management
functions of the Corporation or any subsidiary were, to any substantial degree,
performed by a person or company other than the directors or senior officers of
the Corporation or subsidiary.

              SHAREHOLDER PROPOSALS FOR NEXT YEAR'S ANNUAL MEETING

     The Canada Business Corporations Act permits certain eligible shareholders
of the Corporation to submit shareholder proposals to the Corporation, which
proposals may be included in next year's management proxy circular relating to
an annual meeting of shareholders. The Corporation may omit a shareholder
proposal from next year's management proxy circular under applicable law if the
proposal is not received by the Corporation by January 19, 2005.

                                    GENERAL

     Copies of the Corporation's current Annual Information Form (together with
one copy of any document, or the pertinent pages of any document, incorporated
therein by reference), the comparative financial statements of the Corporation
for the year ended December 31, 2003 together with the report of the auditors
thereon, Management's Discussion and Analysis of the Corporation's financial
condition and results of operation for the year ended December 31, 2003, any
interim financial statements of the Corporation that have been filed for any
period after the end of the Corporation's most recently completed financial year
and this Information Circular are available to anyone, upon request, from Mr.
Bruce Mann, Vice President, Investor Relations, Rogers Communications Inc., 333
Bloor Street East, Toronto, Ontario, M4W 1G9 (Telephone: (416) 935-3532) and
without charge to security holders of the Corporation.

     Information contained herein is given as of April 19, 2004, unless
otherwise noted. The contents and the sending of this Information Circular have
been approved by the board of directors of the Corporation.

     DATED this 19th day of April, 2004.

                                         BY ORDER OF THE BOARD OF DIRECTORS

                                         DAVID P. MILLER, Secretary

- ---------------

29  TSX Guideline No. 11.
                                        30
<PAGE>

                                   SCHEDULE A

                           BOARD OF DIRECTORS CHARTER

     The purpose of this charter ("Charter") of the board of directors (the
"Board") of Rogers Wireless Communications Inc. (the "Company") is to provide
guidance to Board members as to their duties and responsibilities. The power and
authority of the Board is subject to the provisions of applicable law.

PURPOSE OF THE BOARD

     The Board is responsible for the stewardship of the Company. This requires
the Board to oversee the conduct of the business and affairs of the Company. The
Board discharges some of its responsibilities directly and discharges others
through committees of the Board. The Board is not responsible for the day-to-day
management and operation of the Company's business, as this responsibility has
been delegated to management. The Board is, however, responsible for supervising
management in carrying out this responsibility.

MEMBERSHIP

     The Board consists of directors elected by the shareholders as provided for
in the Company's constating documents and in accordance with applicable law.
From time to time, the Nominating and Corporate Governance Committee shall
review the size of the Board to ensure that its size facilitates effective
decision-making by the Board in the fulfilment of its responsibilities.

     Each member of the Board must act honestly and in good faith with a view to
the best interests of the Company, and must exercise the care, diligence and
skill that a reasonably prudent person would exercise in comparable
circumstances. A director is responsible for the matters under "Role and
Responsibilities of the Board" below as well as for other duties as they arise
in the director's role.

     All members of the Board shall have suitable experience and skills given
the nature of the Company and its businesses and have a proven record of sound
judgment. Directors are to possess characteristic and traits that reflect:

     -  high ethical standards and integrity in their personal and professional
        dealings and be willing to be accountable for their decisions as
        directors;

     -  the ability to provide thoughtful and experienced counsel on a broad
        range of issues and to develop a depth of knowledge of the businesses of
        the Company in order to understand and assess the assumptions on which
        the Company's strategic and business plans are based and to form an
        independent judgment with respect to the appropriateness and probability
        of achieving such plans;

     -  the ability to monitor and evaluate the financial performance of the
        Company;

     -  an appreciation of the value of Board and team performance over
        individual performance and a respect for others;

     -  an openness for the opinions of others and the willingness to listen, as
        well as the ability to communicate effectively and to raise tough
        questions in a manner that encourages open and frank discussion.

     Directors are expected to commit the time and resources necessary to
properly carry out their duties. Among other matters, directors are expected to
adequately prepare for and attend all regularly scheduled Board meetings. New
directors are expected to understand fully the role of the Board, the role of
the committees of the Board and the contribution individual directors are
expected to make.

ETHICS

     Members of the Board shall carry out their responsibilities objectively,
honestly and in good faith with a view to the best interests of the Company.
Directors of the Company are expected to conduct themselves according to the
highest standards of personal and professional integrity. Directors are also
expected to set the standard for Company-wide ethical conduct and ensure ethical
behaviour and compliance with laws and regulations. If an actual or potential
conflict of interest arises, a director shall promptly inform the Chair and
shall refrain from voting or participating in discussion of the matter in
respect of which they have an actual or potential conflict of interest. If it is
determined that a significant conflict of interest exists and cannot be
resolved, the director should resign.

                                        31
<PAGE>

     Directors are expected to act in accordance with applicable law, the
Company's By-laws and the Company's Directors and Officers Code of Conduct and
Ethics. The Board is required to monitor compliance with the Directors and
Officers Code of Conduct and Ethics and is responsible for the granting of any
waivers from compliance with the Code for directors and officers.

MEETINGS

     The Board shall meet in accordance with a schedule established each year by
the Board, and at such other times as the Board may determine. Meeting agendas
shall be developed in consultation with the Chair. Board members may propose
agenda items though communication with the Chair. The Chair is responsible for
ensuring that a suitably comprehensive information package is sent to each
director in advance of each meeting. At the discretion of the Board, members of
management and others may attend Board meetings, except for separate meetings of
the non-management directors of the Board.

     Directors are expected to be fully prepared for each Board meeting, which
requires them, at a minimum, to have read the material provided to them prior to
the meeting. At Board meetings, each director is expected to take an active role
in discussion and decision-making. To facilitate this, the Chair is responsible
for fostering an atmosphere conducive to open discussion and debate.

     Non-management members of the Board shall have the opportunity to meet at
appropriate times without management present at regularly scheduled meetings.
The Chair shall be responsible for presiding over meetings of the non-management
directors. Non-management Board members may propose agenda items for meetings of
non-management Board members through communication with the Chair.

ROLE AND RESPONSIBILITIES OF THE BOARD

     The Board is responsible for approving the Company's goals, objectives and
strategies. The Board shall adopt a strategic planning process and approve and
review, on at least an annual basis, a strategic plan which takes into account,
among other things, the opportunities and risks of the business. The Board is
also responsible for identifying the principal risks of the Company's businesses
and overseeing the implementation of appropriate risk assessment systems to
manage these risks.

     In addition to the other matters provided in this Charter, the Board is
also responsible for the following specific matters:

     -  review and approve management's strategic plans;

     -  review and approve the Company's financial objectives, business plans
        and budgets, including capital allocations and expenditures;

     -  monitor corporate performance against the strategic plans and business,
        operating and capital budgets;

     -  management succession planning, including appointing, training and
        monitoring senior management and, in particular, the Chief Executive
        Officer of the Company;

     -  providing that an appropriate portion of senior executive management's
        compensation is tied to both short-term and longer-term performance of
        the Company;

     -  monitor the integrity of the Company's accounting and financial
        reporting systems, disclosure controls and procedures, internal controls
        and management information systems;

     -  approve acquisitions and divestitures of business operations, strategic
        investments and alliances, major business development initiatives and
        any unbudgeted expenditure in excess of $5 million;

     -  the Company's communication policies, which:

       (a)   address how the Company interacts with analysts, investors, other
             key stakeholders and the public;

       (b)   contain measures for the Company to comply with its continuous and
             timely disclosure obligations and to avoid selective disclosure and
             insider trading;

     -  developing the Company's principles and approach to corporate
        governance;

     -  assess its own effectiveness in fulfilling its responsibilities,
        including monitoring the effectiveness of individual directors;

                                        32
<PAGE>

     -  monitoring compliance with the Directors and Officers Code of Conduct
        and Ethics.

     A director has an important and positive role as a representative of the
Company. A director is also expected to participate in outside activities that
enhance the Company's image to investors, employees, customers and the public.

ROLE AND RESPONSIBILITIES OF THE CHAIR

     It is the policy of the Board that there be a separation of the offices of
the Chair and the Chief Executive Officer and that the Chair not be a member of
management of the Company. The Chair and the Chief Executive Officer are to be
in regular communications during the course of the year including with respect
to the Company's business and the responsibilities of the Board.

     The principal responsibilities of the Chair of the Board shall be to
oversee, manage and assist the Board in fulfilling its duties and
responsibilities as a Board in an effective manner independently of management.
The Chair shall be responsible, among other things,

     -  to chair Board meetings and annual and special meetings of shareholders,

     -  to organize an appropriate annual work plan and regularly scheduled
        meetings for the Board,

     -  to participate in the preparation of the agenda for each Board meeting,

     -  to monitor the work of the committees of the Board and in that
        connection the Chair may attend, as a non-voting participant, all
        meetings of Board committees (other than those on which he otherwise
        sits),

     -  to arrange for an appropriate information package to be provided on a
        timely basis to each director in advance of the meeting,

     -  to assist in the Board's evaluation and self-assessment of its
        effectiveness and implementation of improvements,

     -  to provide appropriate guidance to individual Board members in
        discharging their duties,

     -  to ensure newly appointed directors receive an appropriate orientation
        and education program, and

     -  to provide arrangements for members of the Board to communicate with the
        Chair formally and informally concerning matters of interest to Board
        members.

PROCEDURES TO ENSURE EFFECTIVE AND INDEPENDENT OPERATION

     The Board recognizes the importance of having procedures in place to ensure
the effective and independent operation of the Board. In addition to the
policies and procedures provided elsewhere in this Charter including under "Role
and Responsibilities of the Chair" set out above, the Board has adopted the
following procedures:

     -  the Board has complete access to the Company's management;

     -  the Board requires timely and accurate reporting from management and
        shall regularly review the quality of management's reports;

     -  subject to the approval of the Nominating and Corporate Governance
        Committee, individual directors may engage an external adviser at the
        expense of the Company in appropriate circumstances;

     -  the Board shall maintain an Investor Relations department and every
        investor inquiry shall receive a prompt response from the Investor
        Relations department or an appropriate officer of the Company;

     -  the Chair of the Board shall monitor the nature and timeliness of the
        information requested by and provided by management to the Board to
        determine if the Board can be more effective in identifying problems and
        opportunities for the Company; and

     -  the Board, together with the Chief Executive Officer, shall develop a
        detailed job description for the Chief Executive Officer. This
        description shall be approved by the Management Compensation Committee.
        The Board shall assess the Chief Executive Officer against the
        objectives set out in this job description.

                                        33
<PAGE>

BOARD COMMITTEES

     Subject to limits on delegation contained in corporate law applicable to
the Company, the Board has the authority to establish and carry out its duties
through committees and to appoint directors to be members of these committees.
The Board assesses the matters to be delegated to committees of the Board and
the constitution of such committees annually or more frequently, as
circumstances require. From time to time the Board may create ad hoc committees
to examine specific issues on behalf of the Board.

                                        34
<PAGE>

                                   SCHEDULE B

                    DIRECTOR MATERIAL RELATIONSHIP STANDARDS

1.   INTRODUCTION

     The Board of Directors (the "Board") of Rogers Wireless Communications Inc.
(the "Company") has adopted these Director Material Relationship Standards for
the purpose of assisting the Board in making determinations whether or not a
direct or indirect business, commercial, banking, consulting, professional or
charitable relationship that a director may have with the Company (which for the
purposes of these Standards includes its subsidiaries) is a material
relationship that could, in the view of the Board, reasonably interfere with the
exercise of the director's independent judgment.

2.   STANDARD OF DIRECTOR RELATIONSHIPS

     Any business, commercial, industrial, banking, consulting, professional,
charitable or service relationship that may exist between the Company and a
director of the Company, or between the Company and an entity of which the
director is a director, executive officer, partner or managing member, shall be
in the ordinary course of business of the Company and on substantially the same
terms as those prevailing at the time for comparable transactions with non-
affiliated persons on an arm's length basis.

3.   MATERIALITY STANDARDS

     The following relationships will be considered to be material in respect of
any director:

     (a)   The director has, within the preceding 3 fiscal years of the Company,
           been a provider of consulting, professional, investment banking,
           advisory or other services to the Company and the total direct
           compensation of the director from the Company in respect of those
           services in each such fiscal year amounted to more than U.S.$100,000
           (other than payments arising from acting in his or her capacity as a
           director of the Company including as a part-time Chair or Vice Chair
           of the Board or a committee of the Board).

     (b)   The director has, within the preceding 3 fiscal years of the Company,
           been a director, executive officer, partner or managing member of an
           entity that has or had a business, commercial, industrial, banking,
           consulting, professional or service relationship with the Company
           and, pursuant to that relationship, the aggregate annual sales or
           billings from that entity to the Company, or from the Company to that
           entity, in each of the 3 most recently completed fiscal years of that
           entity, amounted to more than the greater of 2 percent of that
           entity's consolidated gross revenues and U.S.$1,000,000.

4.   OTHER DIRECTOR RELATIONSHIPS

     If a director has any other direct or indirect relationship with the
Company other than those set forth in 3.(a) or (b) above, the Board will make a
determination whether that director has a material relationship with the Company
based on a consideration of all relevant facts and circumstances.

5.   INTERPRETATION

     For the purposes of these Standards, the terms used herein shall have the
following meanings:

     (a)   "entity" -- includes a body corporate, a partnership, a trust, a
           joint venture or an unincorporated association or organization;

     (b)   "subsidiary" -- a body corporate is a subsidiary of another body
           corporate if (a) it is controlled by (i) that other body corporate,
           (ii) that other body corporate and one or more bodies corporate each
           of which is controlled by that body corporate, or (iii) two or more
           bodies corporate each of which is controlled by that other body
           corporate, or (b) it is a subsidiary of a body corporate that is a
           subsidiary of that other body corporate.

                                        35
<PAGE>

                                   SCHEDULE C

               DIRECTORS AND OFFICERS CODE OF CONDUCT AND ETHICS

     The Board of Directors (the "Board") of Rogers Wireless Communications Inc.
(the "Company", which for the purpose of this Code includes its subsidiaries)
has adopted this code of conduct and ethics for directors and officers of the
Company (the "Code") to:

     -  endorse and promote the Company's commitment to honest and ethical
        conduct, including fair dealing and ethical handling of conflicts of
        interest;

     -  promote full, fair, accurate, timely and understandable disclosure;

     -  promote compliance with applicable laws and governmental rules and
        regulations;

     -  ensure the protection of the Company's legitimate business interests,
        including corporate opportunities, assets and confidential information;
        and

     -  deter wrongdoing.

     All directors and officers of the Company are expected to be familiar with
the Code and to adhere to those principles and procedures set forth in the Code
that apply to them. The Company's more detailed policies and procedures that
apply to all employees of the Company set forth in the Company's Business
Conduct Guidelines are separate requirements and are not part of this Code.

     For purposes of this Code, the "Code of Ethics Contact Person" will be, for
the members of the Board, the Chair of the Board or the Chair of the Audit
Committee of the Board, and for the officers of the Company, the General Counsel
of the Company or the Chair of the Board.

HONEST AND CANDID CONDUCT

     Each director and officer owes a duty to the Company to act with integrity.
Integrity requires, among other things, being honest and candid. Deceit and
subordination of principle are inconsistent with integrity.

     Each director and officer must:

     -  act with integrity, including being honest and candid while still
        maintaining the confidentiality of information where required or
        consistent with the Company's policies.

     -  observe both the form and spirit of applicable laws and governmental
        rules and regulations, accounting standards and Company policies.

     -  adhere to a high standard of business ethics.

CONFLICTS OF INTEREST

     A "conflict of interest" occurs when an individual's private or personal
interest interferes, or may appear to interfere, with the interests of the
Company. A conflict of interest can arise when a director or officer takes
actions or has interests that may make it difficult to perform his or her
Company work objectively and effectively. For example, a conflict of interest
would arise if a director or officer, or member or his or her family, receives
improper personal benefits as a result of his or her position in the Company.
Any material transaction or relationship that could reasonably be expected to
give rise to a conflict of interest should be discussed with the Code of Ethics
Contact Person.

     In considering a conflict of interest between a director and the Company,
consideration shall be given to the Director Material Relationship Standards
approved by the Board.

     Officers of the Company are also to comply with the Company's Policy
Regarding Senior Officers Accepting Directorships with Non-Affiliated
Corporations.

     Conflict of interest situations involving directors and officers may
include the following:

     -  any material ownership or financial interest in any supplier of goods or
        services to the Company or in any major customer of the Company;

     -  any consulting or employment relationship with any major customer of the
        Company, supplier or competitor;

     -  any outside business activity that detracts from an individual's ability
        to devote appropriate time and attention to his or her responsibilities
        with the Company;
                                        36
<PAGE>

     -  the receipt of non-nominal gifts or excessive entertainment from any
        company with which the Company has current or prospective business
        dealings;

     -  being in the position of supervising, reviewing or having any influence
        on the job evaluation, pay or benefit of any immediate family member.

     Anything that would present a conflict of interest for a director or
officer would likely also present a conflict if it is related to a member of his
or her immediate family.

     Conflicts of interest between a director or officer and the Company are to
be disclosed to the Board, the Chief Executive Officer or a Code of Ethics
Contact Person and reported to the Audit Committee of the Board on a regular
basis.

DISCLOSURE

     Each director or officer involved in the Company's disclosure process,
including the Chief Executive Officer and the Chief Financial Officer, is
required to be familiar with and comply with the Company's disclosure controls
and procedures and internal control over financial reporting, to the extent
relevant to his or her area of responsibility, so that the Company's public
reports filed with securities commissions and regulatory authorities comply in
all material respects with the applicable securities laws and rules. In
addition, each such person having direct or supervisory authority regarding
these regulatory filings or the Company's other public communications concerning
its general business, results, financial condition and prospects should, to the
extent appropriate within his or her area of responsibility, consult with other
Company officers and employees and take other appropriate steps regarding these
disclosures with the goal of making full, fair, accurate, timely and
understandable disclosure.

     Each director or officer who is involved in the Company's disclosure
process, including the Chief Executive Officer and the Chief Financial Officer,
must:

     -  familiarize himself or herself with the disclosure requirements
        applicable to the Company as well as the business and financial
        operations of the Company.

     -  not knowingly misrepresent, or cause others to misrepresent, facts about
        the Company to others, whether within or outside the Company, including
        to the Company's independent auditors, governmental regulators and
        self-regulatory organizations.

     -  properly review and critically analyse proposed disclosure for accuracy
        and completeness (or, where appropriate, delegate this task to others).

COMPLIANCE

     It is the Company's policy to comply with all applicable laws, rules and
regulations. It is the personal responsibility of each officer and director to
adhere to the standards and restrictions imposed by those laws, rules and
regulations.

     It is against Company policy and in many circumstances illegal for a
director or officer to profit from undisclosed information relating to the
Company or any other company. Any director, or officer may not purchase or sell
any of the Company's securities while in possession of material non-public
information relating to the Company. Also, any director or officer may not
purchase or sell securities of any other company while in possession of any
material non-public information relating to that company.

     Any director or officer who is uncertain about the legal rules involving a
purchase or sale of, or other dealings in, any Company securities or any
securities in companies that he or she is familiar with by virtue of his or her
work for the Company, should consult with the General Counsel of the Company
before making any such transaction.

     Directors and officers are also to comply with the Company's policies
relating to insider trading and blackout periods for insider trading.

REPORTING, ACCOUNTABILITY AND WAIVERS

     The Audit Committee is responsible for monitoring compliance with the Code,
applying this Code to specific situations in which questions are presented to it
and has the authority to interpret this Code in any particular situation. Any
director or officer who becomes aware of any existing or potential violation of
this Code is required to notify the Code of Ethics Contact Person promptly.
Failure to do so is itself a violation of this Code.

                                        37
<PAGE>

     Any questions relating to how this Code should be interpreted or applied
should be addressed to the Code of Ethics Contact Person. A director or officer
who is unsure of whether a situation violates this Code should discuss the
situation with the Code of Ethics Contact Person to prevent possible
misunderstandings and embarrassment at a later date.

     The Company will follow the following procedures in investigating and
enforcing this Code, and in reporting on the Code:

     -  Violations and potential violations will be reported by the Code of
        Ethics Contact Person to the Audit Committee, after appropriate
        investigation.

     -  The Audit Committee will take all appropriate action to investigate any
        alleged violations reported to them after appropriate investigation.

     -  If the Audit Committee determines that a violation has occurred, the
        Audit Committee will inform the Board.

     -  Upon being notified that a violation has occurred, the Board will take
        such disciplinary or preventive action as it deems appropriate, up to
        and including dismissal or, in the event of criminal or other serious
        violations of law, notification of appropriate governmental authorities.

     The Company may waive specific provisions of this Code in a particular
situation. Any waiver of the Code for directors or officers of the Company may
be made only by the Board or by the Audit Committee of the Board and reported to
the Board. Any waiver by the Company of a provision of the Code to a director or
officer that relates to a material item shall be disclosed by the Company in
accordance with applicable legal and regulatory requirements.

CORPORATE OPPORTUNITIES

     Directors and officers owe a duty to the Company to advance the Company's
business interests when the opportunity to do so arises. Directors and officers
are prohibited from taking (or directing to a third party) a business
opportunity that is discovered through the use of corporate property,
information or position, unless the Company has already been offered the
opportunity and turned it down. More generally, directors and officers are
prohibited from using corporate property, information or position for personal
gain and from competing with the Company.

     Sometimes the line between personal and Company benefits is difficult to
draw, and there are both personal and Company benefits in certain activities.
Directors and officers who intend to make use of Company property or services in
a manner not solely for the benefit of the Company should consult beforehand
with the Code of Ethics Contact Person.

CONFIDENTIALITY

     In carrying out the Company's business, directors and officers may learn
confidential or proprietary information about the Company, its customers,
suppliers, or joint venture parties. Directors and officers must maintain the
confidentiality of all information so entrusted to them, except when disclosure
is authorized or legally mandated. Confidential or proprietary information of
the Company, and other companies, includes any non-public information that would
be harmful to the relevant company or useful or helpful to competitors if
disclosed.

     Confidential information shall not be used for personal gain.

FAIR DEALING

     The Company has a history of succeeding through honest business
competition. The Company does not seek competitive advantages through illegal or
unethical business practices. Each director and officer should endeavour to deal
fairly with the Company's customers, service providers, suppliers, competitors
and employees. No director or officer should take unfair advantage of anyone
through manipulation, concealment, abuse of privileged information,
misrepresentation of material facts, or any unfair dealing practice.

PROTECTION AND PROPER USE OF COMPANY ASSETS

     All directors and officers should protect the Company's assets and ensure
their efficient use. All Company assets should be used only for legitimate
business purposes.

                                        38
<PAGE>

                                   SCHEDULE D

                            AUDIT COMMITTEE CHARTER

PURPOSE OF AUDIT COMMITTEE

     The Audit Committee shall assist the board of directors of the Company (the
"Board") in fulfilling its oversight responsibilities in the following principal
areas: (i) accounting policies and practices, (ii) the financial reporting
process, (iii) financial statements provided by the Company to the public, (iv)
the systems of internal accounting and financial controls, (v) the
qualifications, independence, appointment and oversight of the work of the
external auditors, (vi) the qualifications and performance of the internal
auditors, and (vii) compliance with applicable legal and regulatory
requirements.

     In addition to the responsibilities specifically enumerated in this
Charter, the Board may refer to the Audit Committee such matters and questions
relating to the financial position of the Company and its affiliates as the
Board may from time to time see fit.

MEMBERSHIP

     The Audit Committee shall consist of at least three directors appointed by
the Board as provided for in the By-laws of the Company. The appointment of
members shall occur annually and members are subject to removal or replacement
at any time by the Board. The members shall be selected based upon the
following, in accordance with applicable laws, rules and regulations:

     (a)   INDEPENDENCE.  Each member shall be independent in accordance with
           applicable legal and regulatory requirements and in such regard shall
           have no direct or indirect material relationship with the Company
           which could, in the view of the Board, reasonably interfere with the
           exercise of a member's independent judgment.

     (b)   FINANCIALLY LITERATE.  Each member shall be financially literate or
           must become financially literate within a reasonable period of time
           after his or her appointment to the Audit Committee. For these
           purposes, an individual is financially literate if he or she has the
           ability to read and understand a set of financial statements that
           present a breadth and level of complexity of accounting issues that
           are generally comparable to the breadth and complexity of the issues
           that can reasonably be expected to be raised by the Company's
           financial statements.

     (c)   COMMITMENT.  In addition to being a member of the Audit Committee and
           of any audit committee of any affiliate of the Company, if a member
           of the Audit Committee is also on the audit committee of more than
           two additional public companies, the Board, or the Nominating and
           Corporate Governance Committee, shall determine that such
           simultaneous service does not impair the ability of such member to
           serve effectively on the Company's Audit Committee.

CHAIR AND SECRETARY

     The Chair of the Audit Committee shall be selected by the Board. If the
Chair is not present, the members of the Audit Committee may designate a Chair
for the meeting by majority vote of the members present. The Secretary of the
Company shall be the Secretary of the Audit Committee, provided that if the
Secretary is not present, the Chair of the meeting may appoint a secretary for
the meeting with the consent of the Audit Committee members who are present. A
member of the Committee may be designated as the liaison member to report on the
deliberations of the Audit Committees of affiliated companies.

MEETINGS

     The times and locations of meetings of the Audit Committee and the calling
of and procedures at such meetings, shall be determined from time to time by the
Audit Committee, in consultation with management when necessary, provided that
there shall be a minimum of four meetings per year. The Audit Committee shall
have sufficient notice in order to prepare for each meeting. Notice of every
meeting shall be given to the external and internal auditors of the Company, and
meetings shall be convened whenever requested by the external auditors or any
member of the Audit Committee in accordance with applicable law.

                                        39
<PAGE>

MEETING AGENDAS

     Agendas for meetings of the Audit Committee shall be developed by the Chair
of the Committee in consultation with the management and the corporate
secretary, and shall be circulated to Audit Committee members prior to Committee
meetings.

RESOURCES AND AUTHORITY

     The Audit Committee shall have the resources and the authority to discharge
its responsibilities, including the authority to engage, at the expense of the
Company, outside consultants, independent legal counsel and other advisors and
experts as it determines necessary to carry out its duties, without seeking
approval of the Board or management. The Audit Committee shall have the
authority to conduct any investigation necessary and appropriate to fulfilling
its responsibilities, and has direct access to and the authority to communicate
directly with the external auditors, internal auditors, the general counsel of
the Company and other officers and employees of the Company.

     The members of the Audit Committee shall have the right for the purpose of
performing their duties to inspect all the books and records of the Company and
its subsidiaries and to discuss such accounts and records and any matters
relating to the financial position, risk management and internal controls of the
Company with the officers and external and internal auditors of the Company and
its subsidiaries. Any member of the Audit Committee may require the external or
internal auditors to attend any or every meeting of the Audit Committee.

RESPONSIBILITIES

     The Company's management is responsible for preparing the Company's
financial statements and the external auditors are responsible for auditing
those financial statements. The Committee is responsible for overseeing the
conduct of those activities by the Company's management and external auditors,
and overseeing the activities of the internal auditors. The Company's external
auditors are accountable to the Audit Committee, as representatives of the
Company's shareholders.

     It is recognized that members of the Audit Committee are not full-time
employees of the Company and do not represent themselves to be accountants or
auditors by profession or experts in the fields of accounting or auditing or the
preparation of financial statements. It is not the duty or responsibility of the
Audit Committee or its members to conduct "field work" or other types of
auditing or accounting reviews or procedures. Each member of the Audit Committee
shall be entitled to rely on (i) the integrity of those persons and
organizations within and outside the Company from whom it receives information,
and (ii) the accuracy of the financial and other information provided to the
Audit Committee by such persons or organizations absent actual knowledge to the
contrary.

     The specific responsibilities of the Audit Committee shall include those
listed below. The enumerated responsibilities are not meant to restrict the
Audit Committee from examining any matters related to its purpose.

1.   FINANCIAL REPORTING PROCESS AND FINANCIAL STATEMENTS

     (a)   in consultation with the external auditors and the internal auditors,
           review the integrity of the Company's financial reporting process,
           both internal and external, and any major issues as to the adequacy
           of the internal controls and any special audit steps adopted in light
           of material control deficiencies;

     (b)   review all material transactions and material contracts entered into
           between the Company and any subsidiary with any insider or related
           party of the Company, other than officer or employee compensation
           arrangements approved or recommended by the Management Compensation
           Committee or director remuneration approved or recommended by the
           Nominating and Corporate Governance Committee;

     (c)   review and discuss with management and the external auditors the
           Company's annual audited consolidated financial statements and its
           interim unaudited consolidated financial statements, and discuss with
           the external auditors the matters required to be discussed by
           generally accepted auditing standards in Canada and the United
           States, as may be modified or supplemented, and for such purpose,
           receive and review an annual report by the external auditors
           describing: (i) all critical accounting policies and practices used
           by the Company, (ii) all material alternative accounting treatments
           of financial information within generally accepted accounting
           principles that have been discussed with management of the Company,
           including the ramifications of the use such alternative treatments
           and disclosures and the treatment preferred by the external auditors,
           and (iii) other material written communications between the external
           auditors and management, and discuss such annual report with the
           external auditors;
                                        40
<PAGE>

     (d)   following completion of the annual audit, review with each of
           management, the external auditors and the internal auditors any
           significant issues, concerns or difficulties encountered during the
           course of the audit;

     (e)   resolve disagreements between management and the external auditors
           regarding financial reporting;

     (f)   review the interim quarterly and annual financial statements and
           annual and interim press releases prior to the release of earnings
           information;

     (g)   review and be satisfied that adequate procedures are in place for the
           review of the public disclosure of financial information by the
           Company extracted or derived from the Company's financial statements,
           other than the disclosure referred to in (f), and periodically assess
           the adequacy of those procedures; and

     (h)   meet separately, periodically, with management, with the internal
           auditors and with the external auditors.

2.   EXTERNAL AUDITORS

     (a)   require the external auditors to report directly to the Audit
           Committee;

     (b)   be directly responsible for the selection, nomination, compensation,
           retention, termination and oversight of the work of the Company's
           external auditors engaged for the purpose of preparing or issuing an
           auditor's report or performing other audit, review or attest services
           for the Company, and in such regard recommend to the Board the
           external auditors to be nominated for approval by the shareholders;

     (c)   pre-approve all audit engagements and the provision by the external
           auditors of all non-audit services, including fees and terms for all
           audit engagements and non-audit engagements, and in such regard the
           Audit Committee may establish the types of non-audit services the
           external auditors shall be prohibited from providing and shall
           establish the types of audit, audit related and non-audit services
           for which the Audit Committee will retain the external auditors. The
           Audit Committee may delegate to one or more of its members the
           authority to pre-approve non-audit services, provided that any such
           delegated pre-approval shall be exercised in accordance with the
           types of particular non-audit services authorized by the Audit
           Committee to be provided by the external auditor and the exercise of
           such delegated pre-approvals shall be presented to the full Audit
           Committee at its next scheduled meeting following such pre-approval;

     (d)   review and approve the Company's policies for the hiring of partners
           and employees and former partners and employees of the external
           auditors;

     (e)   consider, assess and report to the Board with regard to the
           independence and performance of the external auditors; and

     (f)   request and review a report by the external auditors, to be submitted
           at least annually, regarding the auditing firm's internal
           quality-control procedures, any material issues raised by the most
           recent internal quality-control review, or peer review, of the
           auditing firm, or by any inquiry or investigation by governmental or
           professional authorities, within the preceding five years, respecting
           one or more independent audits carried out by the external auditors,
           and any steps taken to deal with any such issues.

3.   ACCOUNTING SYSTEMS AND INTERNAL CONTROLS

     (a)   oversee management's design and implementation of and reporting on
           internal controls. Receive and review reports from management, the
           internal auditors and the external auditors with regard to the
           reliability and effective operation of the Company's accounting
           system and internal controls; and

     (b)   review the activities, organization and qualifications of the
           internal auditors and discuss with the external auditors the
           responsibilities, budget and staffing of the internal audit function.

4.   LEGAL AND REGULATORY REQUIREMENTS

     (a)   receive and review timely analysis by management of significant
           issues relating to public disclosure and reporting;

     (b)   review, prior to finalization, periodic public disclosure documents
           containing financial information, including the Management's
           Discussion and Analysis and Annual Information Form;

     (c)   prepare the report of the Audit Committee required to be included in
           the Company's periodic filings;

                                        41
<PAGE>

     (d)   review with the Company's General Counsel legal compliance matters,
           significant litigation and other legal matters that could have a
           significant impact on the Company's financial statements; and

     (e)   assist the Board in the oversight of compliance with legal and
           regulatory requirements.

5.   ADDITIONAL RESPONSIBILITIES

     (a)   discuss policies with respect to risk assessment and risk management;

     (b)   establish procedures and policies for the following:

        (i)   the receipt, retention and treatment of complaints received by the
              Company regarding accounting, internal accounting controls or
              auditing matters, and

        (ii)   the confidential, anonymous submission by employees of the
               Company of concerns regarding questionable accounting or auditing
               matters;

     (c)   prepare and review with the Board an annual performance evaluation of
           the Audit Committee;

     (d)   review earnings guidance provided to analysts and rating agencies;

     (e)   report regularly to the Board, including with regard to matters such
           as the quality or integrity of the Company's financial statements,
           compliance with legal or regulatory requirements, the performance of
           the internal audit function, and the performance and independence of
           the external auditors; and

     (f)   review and reassess the adequacy of the Audit Committee's Charter on
           an annual basis.

                                        42

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.19
<SEQUENCE>20
<FILENAME>t14763exv4w19.htm
<DESCRIPTION>EX-4.19
<TEXT>
<HTML>
<HEAD>
<TITLE>exv4w19</TITLE>
</HEAD>
<BODY bgcolor="#FFFFFF">
<!-- PAGEBREAK -->
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<P align="center">
<B><FONT size="2">AUDITORS&#146; REPORT</FONT></B>

<P align="left">
<FONT size="2">To the Directors of
</FONT>

<DIV align="left">
<FONT size="2">Microcell Telecommunications Inc.
</FONT>
</DIV>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">We have audited the consolidated balance sheets
of <B>Microcell Telecommunications Inc.</B> as at
December&nbsp;31, 2003, May&nbsp;1, 2003 and December&nbsp;31,
2002, and the consolidated statements of net income (loss) and
deficit and cash flows for the eight months ended
December&nbsp;31, 2003, the four months ended April&nbsp;30,
2003 and the years ended December&nbsp;31, 2002 and 2001. These
financial statements are the responsibility of the
Company&#146;s management. Our responsibility is to express an
opinion on these financial statements based on our audits.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">We conducted our audits in accordance with
Canadian generally accepted auditing standards and the standards
of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform an
audit to obtain reasonable assurance whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">In our opinion, these consolidated financial
statements present fairly, in all material respects, the
financial position of the Company as at December&nbsp;31, 2003,
May&nbsp;1, 2003 and December&nbsp;31, 2002, and the results of
its operations and its cash flows for the eight months ended
December&nbsp;31, 2003, the four months ended April&nbsp;30,
2003 and the years ended December&nbsp;31, 2002 and 2001 in
accordance with Canadian generally accepted accounting
principles.
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="40%"></TD>
    <TD width="60%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">
    <FONT size="2">/s/&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;ERNST&nbsp;&#38;
    YOUNG LLP
    </FONT></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">
    <FONT size="2">Chartered Accountants
    </FONT></TD>
</TR>

</TABLE>

<P align="left">
<FONT size="2">Montreal, Canada,
</FONT>

<DIV align="left">
<FONT size="2">February&nbsp;11, 2004
</FONT>
</DIV>

<DIV align="left">
<FONT size="2">except for note&nbsp;20 which is as at
November&nbsp;19, 2004
</FONT>
</DIV>

<P align="center"><FONT size="2">1
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<P align="center">
<B><FONT size="2">MICROCELL TELECOMMUNICATIONS INC.</FONT></B>

<P align="center">
<B><FONT size="2">CONSOLIDATED BALANCE SHEETS</FONT></B>

<CENTER>
<TABLE width="100%" align="center" cellspacing="0" cellpadding="0" border="0">

<TR>
    <TD width="57%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="8%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="8%"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Pre-reorganization</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">December&nbsp;31</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">May&nbsp;1</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">December&nbsp;31</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">2003</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">2003</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">2002</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">$</FONT></B></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">$</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">$</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><I><FONT size="1">[Note 1]</FONT></I></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="11"></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="11" align="center" nowrap><B><FONT size="1">[In thousands of Canadian dollars]</FONT></B></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD colspan="13" align="center" valign="top">
    <B><FONT size="2">ASSETS
    </FONT></B><I><FONT size="2">[note&nbsp;8]</FONT></I></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <B><FONT size="2">Current assets</FONT></B></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Cash and cash equivalents
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">43,094</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">111,765</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">26,979</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Short-term investments
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">60,927</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">9,912</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">83,181</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Marketable securities
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">164</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Receivables <I>[note&nbsp;3]</I>
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">76,796</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">64,552</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">61,889</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Inventories
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">27,593</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">21,865</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">19,527</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Prepaid license fees, rental sites and other
    prepaid expenses
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">26,850</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">34,043</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">19,021</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Deferred charges
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">10,601</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">7,044</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">16,525</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Other current assets
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">6,188</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">2,906</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">4,070</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <B><FONT size="2">Total current assets</FONT></B></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">252,049</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">252,087</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">231,356</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Property, plant and equipment <I>[note&nbsp;4]</I>
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">318,041</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">289,692</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">655,646</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Intangible assets <I>[note&nbsp;5]</I>
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">233,819</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">241,202</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">2,727</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Long-term investments and other non-current
    assets <I>[note&nbsp;6]</I>
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">4,797</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">5,227</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">12,335</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">808,706</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">788,208</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">902,064</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD colspan="13"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD colspan="13" align="center" valign="top">
    <B><FONT size="2">LIABILITIES AND SHAREHOLDERS&#146;
    EQUITY</FONT></B></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <B><FONT size="2">Current liabilities</FONT></B></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Accounts payable and accrued liabilities
    <I>[note&nbsp;7]</I>
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">91,634</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">65,026</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">121,539</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Deferred revenues
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">42,328</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">34,207</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">37,573</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Derivative instruments <I>[notes&nbsp;8 and
    20]</I>
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">6,348</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Current portion of long-term debt
    <I>[notes&nbsp;8 and 20]</I>
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">9,298</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">10,000</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">7,500</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <B><FONT size="2">Total current liabilities</FONT></B></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">149,608</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">109,233</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">166,612</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Long-term debt <I>[notes&nbsp;8 and 20]</I>
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">315,164</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">340,000</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">2,032,678</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">464,772</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">449,233</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">2,199,290</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <B><FONT size="2">Shareholders&#146; equity
    (deficiency)</FONT></B></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Share capital <I>[notes&nbsp;9 and 20]</I>
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">338,154</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">321,049</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">1,167,678</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Warrants <I>[notes&nbsp;9 and 20]</I>
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">17,926</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">17,926</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">1,770</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Deficit
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(12,146</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(2,466,674</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">343,934</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">338,975</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(1,297,226</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">808,706</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">788,208</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">902,064</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

</TABLE>
</CENTER>

<P align="left">
<FONT size="2">Commitments and contingencies
<I>[note&nbsp;15]</I>
</FONT>

<P align="left">
<FONT size="2">Subsequent events <I>[note&nbsp;20]</I>
</FONT>

<P align="center">
<FONT size="2">See accompanying notes
</FONT>

<P align="center"><FONT size="2">2
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<P align="center">
<B><FONT size="2">MICROCELL TELECOMMUNICATIONS INC.</FONT></B>

<P align="center">
<B><FONT size="2">CONSOLIDATED STATEMENTS OF</FONT></B>

<DIV align="center">
<B><FONT size="2">NET INCOME (LOSS)&nbsp;AND DEFICIT</FONT></B>
</DIV>

<CENTER>
<TABLE width="100%" align="center" cellspacing="0" cellpadding="0" border="0">

<TR>
    <TD width="45%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="11"></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="11" align="center" nowrap><B><FONT size="1">Pre-reorganization </FONT></B><I><FONT size="1">[note&nbsp;1]</FONT></I></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="11" align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Eight months</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Four months</FONT></B></TD>
    <TD></TD>
    <TD colspan="7"></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Ended</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Ended</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Year Ended</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Year Ended</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">December&nbsp;31,</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">April&nbsp;30,</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">December&nbsp;31,</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">December&nbsp;31,</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">2003</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">2003</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">2002</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">2001</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">$</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">$</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">$</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">$</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="15"></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="15" align="center" nowrap><B><FONT size="1">[In thousands of Canadian dollars,</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="15" align="center" nowrap><B><FONT size="1">except for per share data]</FONT></B></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <B><FONT size="2">Revenues</FONT></B></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Services
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">357,483</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">170,196</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">566,706</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">509,082</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Products
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">35,610</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">7,498</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">24,356</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">32,408</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">393,093</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">177,694</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">591,062</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">541,490</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <B><FONT size="2">Costs and expenses
    </FONT></B><I><FONT size="2">[notes&nbsp;10 and 12]</FONT></I></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Cost of services [exclusive of depreciation and
    amortization of $43,567, $56,246, $226,567 and $164,386
    respectively]
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">123,029</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">59,079</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">187,042</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">193,539</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Cost of products
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">93,552</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">23,416</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">102,110</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">143,214</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Selling and marketing
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">73,185</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">24,585</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">103,953</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">119,410</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">General and administrative
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">55,306</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">32,058</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">106,945</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">95,130</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Restructuring charges <I>[note&nbsp;10]</I>
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">7,494</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">5,226</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Depreciation and amortization
    <I>[note&nbsp;10]</I>
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">46,771</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">59,388</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">465,815</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">177,990</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">391,843</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">198,526</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">973,359</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">734,509</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Operating income (loss)
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">1,250</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(20,832</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(382,297</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(193,019</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Interest income
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">2,609</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">1,888</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">5,479</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">6,553</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Interest expenses <I>[note&nbsp;10]</I>
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(14,817</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(70,608</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(226,829</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(224,237</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Foreign exchange gain (loss)
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">13,926</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">136,553</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">926</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(51,129</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Gain on financial instruments
    <I>[note&nbsp;10]</I>
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">6,570</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Write-down of deferred financing costs and
    deferred gain and loss on financial instruments
    <I>[note&nbsp;10]</I>
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(16,947</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Gain (loss) on investments, marketable securities
    and other assets <I>[note&nbsp;10]</I>
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">2,578</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">312</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(16,086</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(33,093</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Share of net loss in investees
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(13,212</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(5,282</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Income (loss) before income taxes
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">5,546</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">47,313</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(642,396</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(500,207</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Income tax benefit (expense) <I>[note&nbsp;13]</I>
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(587</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(1,796</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">71,895</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">1,722</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <B><FONT size="2">Net income (loss)</FONT></B></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">4,959</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">45,517</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(570,501</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(498,485</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Accretion on redemption price&nbsp;&#151;
    Preferred Shares <I>[note&nbsp;9]</I>
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(17,105</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <B><FONT size="2">Net income (loss) applicable to Class&nbsp;A
    and Class&nbsp;B shares </FONT></B><FONT size="2">[for the eight
    months ended December&nbsp;31, 2003 only]
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(12,146</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">45,517</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(570,501</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(498,485</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Deficit, beginning of period
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(2,466,674</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(1,896,173</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(1,397,688</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <B><FONT size="2">Deficit, end of period</FONT></B></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(12,146</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(2,421,157</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(2,466,674</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(1,896,173</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <B><FONT size="2">Basic and diluted earnings (loss) per share
    <I>[note&nbsp;11]</I></FONT></B></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(3.22</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">0.19</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(2.37</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(4.56</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

</TABLE>
</CENTER>

<P align="center">
<FONT size="2">See accompanying notes
</FONT>

<P align="center"><FONT size="2">3
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<P align="center">
<B><FONT size="2">MICROCELL TELECOMMUNICATIONS INC.</FONT></B>

<P align="center">
<B><FONT size="2">CONSOLIDATED STATEMENTS OF CASH
FLOWS</FONT></B>

<CENTER>
<TABLE width="100%" align="center" cellspacing="0" cellpadding="0" border="0">

<TR>
    <TD width="48%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="11"></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="11" align="center" nowrap><B><FONT size="1">Pre-reorganization</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="11" align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Eight Months</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Four Months</FONT></B></TD>
    <TD></TD>
    <TD colspan="7"></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Ended</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Ended</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Year Ended</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Year Ended</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">December&nbsp;31,</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">April&nbsp;30,</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">December&nbsp;31,</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">December&nbsp;31,</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">2003</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">2003</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">2002</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">2001</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">$</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">$</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">$</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">$</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="15"></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="15" align="center" nowrap><B><FONT size="1">[In thousands of Canadian dollars,</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="15" align="center" nowrap><B><FONT size="1">except for per share data]</FONT></B></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <B><FONT size="2">OPERATING ACTIVITIES</FONT></B></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Net income (loss)
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">4,959</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">45,517</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(570,501</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(498,485</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Adjustments to reconcile net income (loss) to
    cash provided by (used in) operating activities Depreciation and
    amortization
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">46,771</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">59,388</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">465,815</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">177,990</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Accreted interest on long-term debt
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">2,693</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">13,425</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">72,762</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">158,194</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Amortization of deferred financing costs
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">9,128</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">7,674</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Income tax provision
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(507</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(73,519</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(3,966</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Foreign exchange (gain) loss
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(14,542</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(130,166</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(493</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">50,281</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Write-down of deferred financing costs and
    deferred gain and loss on financial instruments
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">16,947</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Reversal of provision for sales tax
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(13,806</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Gain on financial instruments
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(6,570</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Loss (gain) in value of investments and
    marketable securities
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(2,436</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">14</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">16,005</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">33,079</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Gain on disposal of assets
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(326</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Share of net loss in investees
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">13,212</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">5,282</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">36,938</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(12,148</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(71,020</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(69,951</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Changes in operating assets and liabilities
    <I>[note&nbsp;14]</I>
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">17,616</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">26,665</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">30,038</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(52,303</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <B><FONT size="2">Cash provided by (used in) operating
    activities</FONT></B></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">54,554</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">14,517</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(40,982</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(122,254</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <B><FONT size="2">INVESTING ACTIVITIES</FONT></B></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Decrease (increase) in short-term investments and
    marketable securities
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(51,015</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">73,680</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">75,851</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">35,529</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Additions to property, plant and equipment
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(67,318</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(5,500</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(124,683</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(277,395</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Additions to intangible assets
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(130,000</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Proceeds from termination of derivative
    instruments
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">31,041</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Additions to long-term investments and other
    non-current assets
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(133</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(3,728</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(12,023</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Proceeds from the sale of long-term investments
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">2,581</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">2,089</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">949</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <B><FONT size="2">Cash provided by (used in) investing
    activities</FONT></B></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(115,885</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">70,269</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(20,570</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(383,889</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <B><FONT size="2">FINANCING ACTIVITIES</FONT></B></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Issuance of shares
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">450,755</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Share issuance costs
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(11,434</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Increase in long-term debt
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">100,000</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">270,813</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Repayment of long-term debt
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(7,340</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(10,732</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(270,809</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Deferred financing costs
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(19,742</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(1,555</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <B><FONT size="2">Cash provided by (used in) financing
    activities</FONT></B></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(7,340</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">69,526</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">437,770</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Increase (decrease) in cash and cash equivalents
    for the period
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(68,671</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">84,786</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">7,974</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(68,373</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Cash and cash equivalents, beginning of period
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">111,765</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">26,979</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">19,005</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">87,378</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <B><FONT size="2">Cash and cash equivalents, end of
    period</FONT></B></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">43,094</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">111,765</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">26,979</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">19,005</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <B><FONT size="2">Additional information</FONT></B></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Interest paid
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">12,710</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">13</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">82,348</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">49,933</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Income taxes paid
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">1,034</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">639</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">2,294</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">2,249</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

</TABLE>
</CENTER>

<P align="center">
<FONT size="2">See accompanying notes.
</FONT>

<P align="center"><FONT size="2">4
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<P align="center">
<B><FONT size="2">MICROCELL TELECOMMUNICATIONS INC.</FONT></B>

<P align="center">
<B><FONT size="2">NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS</FONT></B>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="4%"></TD>
    <TD width="96%"></TD>
</TR>

<TR valign="top">
    <TD><B><FONT size="2">1.</FONT></B></TD>
    <TD>
    <B><FONT size="2">Description of Business, Financial
    Reorganization and Basis of Presentation</FONT></B></TD>
</TR>

</TABLE>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">Description of Business</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Microcell Telecommunications Inc.
[&#147;Microcell&#148;] is incorporated under the <I>Canada
Business Corporations Act </I>[&#147;CBCA&#148;] and is a
provider of wireless telecommunications services in Canada. As
at December&nbsp;31, 2003, Microcell conducted its wireless
communications business through two wholly-owned subsidiaries
[collectively, the &#147;Company&#148;], which were: Microcell
Solutions Inc. [&#147;Solutions&#148;] and Inukshuk Internet
Inc. [&#147;Inukshuk&#148;].
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Solutions operates a Global System for Mobile
Communication [&#147;GSM&#148;]&nbsp;network across Canada and
markets Personal Communications Services [&#147;PCS&#148;] and
General Packet Radio Service [&#147;GPRS&#148;] under the Fido
brand name pursuant to a 30Mhz PCS license [the &#147;PCS
license&#148;] issued by the Minister of Industry (Canada)
[&#147;Industry Canada&#148;].
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Inukshuk was awarded Multipoint Communication
Systems [&#147;MCS&#148;] Licenses to deploy a high-speed
Internet Protocol-based data network using MCS technology in
Canada. In November 2003, Inukshuk entered into a new venture
with two partners which, depending on the results of
phase&nbsp;1 of the project, may result in the deployment of a
MCS network in Canada. As at December&nbsp;31, 2003, the
activities of this venture were not significant for the Company.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The Company continues to experience
growth-related capital requirements arising from the need to
fund network capacity improvements, ongoing maintenance and the
cost of acquiring new PCS customers. Microcell&#146;s ability to
generate positive net income and cash flow in the future is
dependent upon various factors, including the level of market
acceptance of its services, the degree of competition
encountered by the Company, the cost of acquiring new customers,
technology risks, general economic conditions and regulatory
requirements.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">Financial Reorganization</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">On May&nbsp;1, 2003, the predecessor company of
Microcell [&#147;Old Microcell&#148;], and certain subsidiaries
of Old Microcell, emerged from a restructuring plan under the
<I>Companies&#146; Creditors Arrangement Act
</I>[&#147;CCAA&#148;] and CBCA. The terms of Old
Microcell&#146;s restructuring plan are set out in Old
Microcell&#146;s plan of reorganization and of compromise and
arrangement [the &#147;Plan&#148;], a copy of which is contained
in the Information Circular and Proxy Statement dated
February&nbsp;17, 2003 [the &#147;Circular&#148;] filed on SEDAR
on February&nbsp;19, 2003 and on EDGAR with the
U.S.&nbsp;Securities and Exchange Commission [&#147;SEC&#148;]
on Form&nbsp;6-K on February&nbsp;20, 2003. Pursuant to the
Plan, Microcell became a holding company for Old Microcell, its
previous subsidiaries, which amalgamated together to form
Solutions and Inukshuk. The Board of directors was replaced by a
new Board of directors and Microcell&#146;s long-term debt
obligations decreased by approximately $1.6&nbsp;billion. On
December&nbsp;31, 2003, Old Microcell was liquidated into
Microcell.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Prior to May&nbsp;1, 2003, Old Microcell&#146;s
Class&nbsp;B Non-Voting Shares were registered pursuant to
Section&nbsp;12(g) of the Securities Exchange Act of 1934. Under
the terms of the Plan, Microcell issued First Preferred Voting
Shares, First Preferred Non-Voting Shares, Second Preferred
Voting Shares, Second Preferred Non-Voting Shares, Class&nbsp;A
Restricted Voting Shares [&#147;Class&nbsp;A Shares&#148;], new
Class&nbsp;B Non-Voting Shares [&#147;Class&nbsp;B Shares&#148;]
and warrants. Two series of warrants [collectively the
&#147;Warrants&#148;] were issued pursuant to the Plan:
[i]&nbsp;2-year warrants entitling the holders thereof to
subscribe, until May&nbsp;1, 2005, for Class&nbsp;A Shares or
Class&nbsp;B Shares of Microcell, as the case may be, at an
exercise price of $19.91&nbsp;per share [the &#147;Warrants
2005&#148;]; and [ii]&nbsp;5-year warrants entitling the holders
thereof to subscribe, until May&nbsp;1, 2008, for Class&nbsp;A
Shares or Class&nbsp;B Shares of Microcell, as the case may be,
at an exercise price of $20.69&nbsp;per share [the
&#147;Warrants 2008&#148;].
</FONT>

<P align="center"><FONT size="2">5
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV align="center">
<B><FONT size="2">MICROCELL TELECOMMUNICATIONS INC.</FONT></B>
</DIV>

<P align="center">
<B><FONT size="2">NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS&nbsp;&#151; (Continued)</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">For a more detailed description of the
transactions related to the Plan, readers are referred to the
Plan.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">Basis of Presentation</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Effective May&nbsp;1, 2003, the date of
reorganization, the Company has accounted for its financial
reorganization by using the principles of fresh start
accounting. Accordingly, all assets and liabilities were
revalued at estimated fair values and Microcell&#146;s deficit
was eliminated. Microcell determined that its enterprise value
was $689&nbsp;million of which $350&nbsp;million has been
allocated to long-term debt and $339&nbsp;million to equity.
This enterprise value was determined based on several
traditional valuation methodologies, utilizing projections
developed by management including discounted cash flow analysis
and comparable company trading analysis. A comprehensive
revaluation of the assets and liabilities of the Company has
been done based on this enterprise value.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The following table summarizes the adjustments
recorded to implement the financial reorganization and to
reflect the fresh start basis of accounting:
</FONT>

<CENTER>
<TABLE width="100%" align="center" cellspacing="0" cellpadding="0" border="0">

<TR>
    <TD width="42%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="7%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="8%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="7%"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Microcell as at</FONT></B></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="3"></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">April&nbsp;30, 2003</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Reorganization</FONT></B></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Microcell as at</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Prior to</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">and Fresh Start</FONT></B></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">May&nbsp;1, 2003</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Reorganization</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Adjustments</FONT></B></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">After Adjustments</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">$</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">$</FONT></B></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">$</FONT></B></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <B><FONT size="2">Assets</FONT></B></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Current assets
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">288,849</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(36,762</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">[i]</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">252,087</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Property, plant and equipment
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">602,066</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(312,374</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">[i]</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">289,692</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Intangible assets
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">2,727</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">238,475</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">[i]</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">241,202</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Long-term investments and other assets
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">8,972</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(3,745</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">[i]</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">5,227</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">902,614</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(114,406</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">788,208</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR>
    <TD colspan="17"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <B><FONT size="2">Liabilities</FONT></B></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Accounts payable and accrued liabilities
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">196,501</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(131,475</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">[ii]</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">65,026</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Deferred revenues
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">34,207</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">34,207</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Current portion of long-term debt
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">10,000</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">10,000</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">240,708</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(131,475</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">109,233</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Senior Secured Term Loans
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">543,925</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(203,925</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">[ii]</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">340,000</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Senior Discount Notes
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">1,369,690</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(1,369,690</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">[ii]</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">2,154,323</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(1,705,090</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">449,233</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <B><FONT size="2">Shareholders&#146; equity
    (deficiency)</FONT></B></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Share capital
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">1,167,678</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(846,629</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">[ii]</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">321,049</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Warrants
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">1,770</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">16,156</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">[ii]</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">17,926</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Deficit
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(2,421,157</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">2,421,157</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(1,251,709</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">1,590,684</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">338,975</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">902,614</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(114,406</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">788,208</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

</TABLE>
</CENTER>

<P align="center"><FONT size="2">6
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV align="center">
<B><FONT size="2">MICROCELL TELECOMMUNICATIONS INC.</FONT></B>
</DIV>

<P align="center">
<B><FONT size="2">NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS&nbsp;&#151; (Continued)</FONT></B>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">Summary of Adjustments</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">[i] The Company revalued its assets and
liabilities and adjusted their carrying values to reflect the
enterprise value of the Company following the financial
reorganization. This resulted in a reduction of the current
assets [mainly consisting of the deferred charges incurred
during the recapitalization process], the property, plant and
equipment, the long-term investments and the accrued
liabilities. The Company also assigned a value, calculated at
management&#146;s best estimate of fair value, to the
Company&#146;s intangible assets, which are the PCS license at
$188&nbsp;million, determined using the replacement cost based
on comparable transactions, the Fido brand name at
$28.5&nbsp;million, determined using the replacement cost
method, and the customer list at $24.7&nbsp;million, determined
using the discounted future cash flows method.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">[ii] Pursuant to the Plan, the senior secured
term loans of Old Microcell [carrying value of
$553.9&nbsp;million], the unpaid accrued interest
[$12.2&nbsp;million], and a net payable to Old Microcell&#146;s
secured creditors relating to cross currency and interest rate
swaps terminated in December 2002 [$9.4&nbsp;million], were
converted into a term loan of $300&nbsp;million [the
&#147;Tranche&nbsp;B Debt&#148;], a term loan of
$50&nbsp;million [the &#147;Tranche&nbsp;C Debt&#148;],
11,766,667 First Preferred Shares [$176.5&nbsp;million] and
3,600,186 Second Preferred Shares [$54&nbsp;million] for a total
equity interest in the new Company of 68% and 95.6% of voting
rights.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Old Microcell&#146;s senior discount
notes&nbsp;[carrying value of $1.4&nbsp;billion] and the unpaid
accrued interest thereon [$103.6&nbsp;million] were converted
into 3,600,186 Second Preferred Shares [$54&nbsp;million],
30,000 Class&nbsp;A Shares [$0.3&nbsp;million], 3,578,676
Class&nbsp;B Shares [$36&nbsp;million], 1,329,312 Warrants 2005
[$1.5&nbsp;million] and 2,215,521 Warrants 2008
[$4.4&nbsp;million] for a total equity interest in the new
Company of 31.9% and 4.4% of voting rights.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The shareholders of Old Microcell [carrying value
of $1.2&nbsp;billion] received 22,469 Class&nbsp;B Shares
[$0.2&nbsp;million], 2,668,990 Warrants 2005 [$3.1&nbsp;million]
and 4,448,422 Warrants 2008 [$8.9&nbsp;million] for a total
equity interest in the new Company of 0.1% and no voting rights.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">Comparative Figures</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Comparative financial statements for periods
prior to May&nbsp;1, 2003 have been presented pursuant to
regulatory requirements. In reviewing these comparative
financial statements, readers are reminded that they do not
reflect the effects of the Plan nor the application of fresh
start accounting.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="4%"></TD>
    <TD width="96%"></TD>
</TR>

<TR valign="top">
    <TD><B><FONT size="2">2.</FONT></B></TD>
    <TD>
    <B><FONT size="2">Summary of Significant Accounting
    Policies</FONT></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">These consolidated financial statements have been
prepared by management in accordance with Canadian generally
accepted accounting principles [&#147;Canadian GAAP&#148;]. As
further described in note&nbsp;18, these accounting principles
differ in certain respects from those that would have been
followed if these financial statements had been prepared in
conformity with accounting principles generally accepted in the
United States [&#147;US GAAP&#148;] and related rules and
regulations adopted by the SEC.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The preparation of financial statements by
management in accordance with Canadian GAAP requires the
selection of accounting policies from existing acceptable
alternatives. The summary of significant accounting policies is
as follows:
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">Use of Estimates</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The preparation of the consolidated financial
statements requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities, and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
</FONT>

<P align="center"><FONT size="2">7
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV align="center">
<B><FONT size="2">MICROCELL TELECOMMUNICATIONS INC.</FONT></B>
</DIV>

<P align="center">
<B><FONT size="2">NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS&nbsp;&#151; (Continued)</FONT></B>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">Long-term Investments</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The consolidated financial statements include the
results of operations of Microcell and all of its subsidiaries
as well as its share of assets, liabilities, revenues and
expenses of all joint ventures, if any, in which the Company
participates. Intercompany transactions and balances are
eliminated on consolidation.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The Company accounts for investments in which it
exercises significant influence using the equity method. Other
investments are accounted for at cost. The investments are
reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount may not be
recoverable, and a provision for loss in value is recorded when
a decline in value below the carrying amount is considered to be
other than temporary.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">Revenue Recognition</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Monthly access charges are billed in advance and
recognized when the services are provided and collection is
reasonably assured. Airtime charges are recognized as revenue
when provided. City Fido&#146;s activation fees and related
incremental direct costs are deferred and recognized as revenue
and expenses over the estimated life of a subscriber. Sales of
products such as handsets and related equipment are recognized
when goods are delivered, wireless service is activated, and
collection is reasonably assured. Prepaid service revenues are
deferred and recognized when services are provided. When prepaid
airtime vouchers are sold to retailers, the revenue for airtime
is measured at the amount paid by the subscriber and is recorded
when services are provided to the subscriber. Commissions paid
on prepaid airtime vouchers to third party retailers are
classified within cost of products and cost of services. [See
note&nbsp;20(4)]
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">Subscriber Acquisition Costs</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The excess of the cost of handsets to the Company
over the amount recovered from sales to subscribers is
recognized when goods are delivered and wireless service is
activated and is recorded in the cost of products. [See
note&nbsp;20(4)]
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">Advertising Costs</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Advertising costs are expensed as incurred.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">Cash Equivalents</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Cash equivalents are short-term, highly liquid,
held-to-maturity, investment-grade debt securities with
maturities of 90&nbsp;days or less from the date of purchase.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">Short-term Investments</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Short-term investments consist of highly liquid,
held-to-maturity, investment-grade debt securities, such as term
deposits, commercial paper and similar instruments, with
maturities greater than 90&nbsp;days but not exceeding twelve
months. Short-term investments are accounted for at the lower of
cost and market value. As at December&nbsp;31, 2003, interest
rates on most of the short-term investments vary from 2.5% to
2.8% [3.5% on May&nbsp;1, 2003].
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">Marketable Securities</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Marketable securities are recorded at the lower
of cost and fair market value.
</FONT>

<P align="center"><FONT size="2">8
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV align="center">
<B><FONT size="2">MICROCELL TELECOMMUNICATIONS INC.</FONT></B>
</DIV>

<P align="center">
<B><FONT size="2">NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS&nbsp;&#151; (Continued)</FONT></B>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">Inventories</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Inventories consist of handsets, subscriber
identity module [&#147;SIM&#148;] cards and accessories held for
resale, and are stated at the lower of cost [on a first-in,
first-out basis] and replacement cost.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">Property, Plant and Equipment</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Property, plant and equipment are recorded at
cost. The PCS network includes direct costs such as equipment,
material, labor, engineering, site development, interest
incurred during the network buildout, and overhead costs. The
costs of PCS network construction in progress are transferred to
the PCS network in service as construction projects are
completed and put into commercial service. Depreciation starts
when the assets are put into service, and is provided on a
straight-line basis over their estimated useful lives as follows:
</FONT>

<CENTER>
<TABLE width="80%" align="center" cellspacing="0" cellpadding="0" border="0">

<TR>
    <TD width="68%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="14%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="14%"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">PCS network&nbsp;&#151; Switches
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="bottom" nowrap><FONT size="2">7&nbsp;years</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">PCS network&nbsp;&#151; Infrastructure and towers
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="bottom" nowrap><FONT size="2">20&nbsp;years</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">PCS network&nbsp;&#151; Radio equipment
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="bottom" nowrap><FONT size="2">8&nbsp;years</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Application hardware and software
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="bottom" nowrap><FONT size="2">5&nbsp;years</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Computer hardware and software
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="bottom" nowrap><FONT size="2">3&nbsp;years</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Office furniture and equipment
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="bottom" nowrap><FONT size="2">5&nbsp;years</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Leasehold improvements
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="bottom" nowrap><FONT size="2">Term of the related leases</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

</TABLE>
</CENTER>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">For property, plant and equipment that existed as
at May&nbsp;1, 2003, the above periods of depreciation were
reduced in order to reflect a new cost basis as a result of
applying fresh start accounting.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The cost of maintenance and replacement of minor
items of property, plant and equipment are charged to
maintenance expense. Enhancements and improvements are
capitalized.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">Intangible Assets</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Intangible assets consist of the Company&#146;s
PCS license, the Fido brand name and the customer list. The
customer list is amortized over 30&nbsp;months. The PCS license
and the Fido brand name were determined to have an indefinite
useful life and are not being amortized. [See note&nbsp;20(4)]
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The annual licensing fees are charged to expense
as incurred.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">Impairment of Long-lived
    Assets</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">When events or changes in circumstances indicate
that the carrying amount of a long-lived asset or group of
assets held for use, including property, plant and equipment and
intangible assets subject to amortization, may not be
recoverable, an impairment loss is recognized when the carrying
amount of those assets exceeds the sum of the undiscounted
future cash flows related to them. The impairment loss is
included in the statement of operations and the carrying value
of the asset or group of assets is reduced to its fair value as
determined by the sum of the discounted future cash flows
related to those assets.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Intangible assets that are not subject to
amortization are tested for impairment on an annual basis, or
more frequently if events or changes in circumstances indicate
that the assets might be impaired. The impairment test consists
of a comparison of the carrying amount with the fair value of
the intangible asset. When the carrying amount of the intangible
asset exceeds its fair value, an impairment loss is recognized
in an amount equal to the excess.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Impairment charge, if any, is presented within
depreciation and amortization expense of the related long-lived
assets in the statement of income (loss).
</FONT>

<P align="center"><FONT size="2">9
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV align="center">
<B><FONT size="2">MICROCELL TELECOMMUNICATIONS INC.</FONT></B>
</DIV>

<P align="center">
<B><FONT size="2">NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS&nbsp;&#151; (Continued)</FONT></B>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">Derivative Instruments</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Derivative financial instruments are accounted
for at fair value with changes in fair value affecting income
unless designated as effective hedges in which case the gains
(losses) on these instruments are recognized in the income
statement when the hedged item affects earnings. As at
December&nbsp;31, 2003, the Company has not designated its
financial instruments as hedges [see note&nbsp;8].
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">Financing Costs</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The costs of obtaining debt financing are
deferred and amortized over the life of the debt to which they
relate. The costs of issuing equity are recorded as a reduction
of the item to which they relate.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">Stock Option Plan</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The Company has a stock option plan, which is
described in note&nbsp;9. The Company has chosen to recognize no
compensation when stock options are granted to employees and
directors under stock option plans with no cash settlement
features. Direct awards of stock to employees and stock and
stock option awards granted to non-employees are accounted for
in accordance with the fair value method of accounting for
stock-based compensation. The fair value of direct awards of
stock is determined by the quoted market price of the
Company&#146;s stock on the grant date, and the fair value of
stock options is determined using the Black-Scholes option
pricing model. Pro forma information regarding net income is
required and has been determined as if the Company had accounted
for its employee stock options under the fair value method
<I>[see note&nbsp;9].</I>
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Up to December&nbsp;31, 2003, no compensation
expense was recognized for these plans when stock options were
issued to employees. Any consideration paid by employees on
exercise of stock options is credited to share capital.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">Income Taxes</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The Company follows the liability method of
accounting for income tax allocation. Under this method,
deferred income tax assets and liabilities are determined based
on the differences between the financial reporting and tax bases
of assets and liabilities, and are measured using the
substantively enacted tax rates and laws that are expected to be
in effect in the periods in which the deferred income tax assets
or liabilities are expected to be realized or settled. Deferred
income tax assets, net of an appropriate valuation allowance,
are recognized only to the extent that management believes it to
be more likely than not that the assets will be realized and
will first be applied to reduce the unamortized amount of
intangible assets that were recognized as at May&nbsp;1, 2003.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">Research and Development</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Research costs are charged against income in the
year of expenditure. Development costs are charged against
income in the year of expenditure unless a development project
meets the criteria under Canadian generally accepted accounting
principles for deferral and amortization.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">Foreign Currency</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The Company&#146;s functional currency is the
Canadian dollar. Monetary assets and liabilities denominated in
foreign currencies are translated at the rates of exchange
prevailing at the period-end. Revenues and expenses denominated
in foreign currencies are translated at the rates of exchange
prevailing on the transaction dates. Realized and unrealized
gains and losses on currency transactions are included in income
as they arise.
</FONT>

<P align="center"><FONT size="2">10
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV align="center">
<B><FONT size="2">MICROCELL TELECOMMUNICATIONS INC.</FONT></B>
</DIV>

<P align="center">
<B><FONT size="2">NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS&nbsp;&#151; (Continued)</FONT></B>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">Earnings (Loss) Per Share</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Basic and diluted earnings (loss) per share are
calculated using the treasury stock method. Basic earnings
(loss) per share is calculated using the weighted average number
of Class&nbsp;A Shares and Class&nbsp;B Shares. Diluted earnings
(loss) per share are calculated taking into consideration the
effect of the exercise of securities, which have a dilutive
effect.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">Recent Developments</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The CICA modified Section&nbsp;3870, Stock-based
compensation and other stock-based payments. This section has
been amended to require the expensing of certain stock-based
compensation awards for fiscal years beginning on or after
January&nbsp;1, 2004. As permitted by this amendment, the
Company will apply this new standard retroactively, without
restatement, beginning January&nbsp;1, 2004, for options granted
since May&nbsp;1, 2003. Consequently, the opening deficit as at
January&nbsp;1, 2004 will be adjusted to reflect an expense of
$1.3&nbsp;million relating to options granted since May&nbsp;1,
2003.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The CICA also modified Section&nbsp;3860,
Financial instruments&nbsp;&#151; disclosure and presentation.
This section has been amended to provide guidance for
classifying certain financial instruments that embody
obligations that may be settled by the issuance of the
issuer&#146;s equity shares when the instrument that embodies
the obligations does not establish an ownership relationship.
The new standard is effective for fiscal years beginning on or
after November&nbsp;1, 2004. Initial application should be
recognized on a retroactive basis and disclosed as an accounting
policy change. As a result, the Company assesses that its
Preferred Shares having an accreted value of $296.9&nbsp;million
and $284.5&nbsp;million as at December&nbsp;31, 2003 and
May&nbsp;1, 2003, respectively, which are classified as equity
instruments under current rules, would have to be reclassified
as liabilities. The accreted of their redemption price of
$17.1&nbsp;million during the eight-month period ended
December&nbsp;31, 2003 presented as an adjustment to the
retained earnings (deficit)&nbsp;would have to be presented as
an interest expense in the determination of the net income
(loss). There would be no impact on the net loss attributable to
Class&nbsp;A and B shares and on the earnings per share.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="4%"></TD>
    <TD width="96%"></TD>
</TR>

<TR valign="top">
    <TD><B><FONT size="2">3.</FONT></B></TD>
    <TD>
    <B><FONT size="2">Receivables</FONT></B></TD>
</TR>

</TABLE>

<CENTER>
<TABLE width="90%" align="center" cellspacing="0" cellpadding="0" border="0">

<TR>
    <TD width="52%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="7%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="8%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="8%"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Pre-organization</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">December&nbsp;31,</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">May&nbsp;1,</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">December&nbsp;31,</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">2003</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">2003</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">2002</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Trade receivables
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom"><FONT size="2">$</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">79,901</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom"><FONT size="2">$</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">73,553</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom"><FONT size="2">$</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">73,024</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Allowance for doubtful accounts
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(6,627</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(11,844</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(14,885</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Receivable from related companies
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">866</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Taxes receivable
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">3,164</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">2,830</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">2,866</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Interest receivable
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">358</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">13</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">18</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">76,796</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">64,552</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">61,889</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

</TABLE>
</CENTER>

<P align="center"><FONT size="2">11
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV align="center">
<B><FONT size="2">MICROCELL TELECOMMUNICATIONS INC.</FONT></B>
</DIV>

<P align="center">
<B><FONT size="2">NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS&nbsp;&#151; (Continued)</FONT></B>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="4%"></TD>
    <TD width="96%"></TD>
</TR>

<TR valign="top">
    <TD><B><FONT size="2">4.</FONT></B></TD>
    <TD>
    <B><FONT size="2">Property, Plant and Equipment</FONT></B></TD>
</TR>

</TABLE>

<CENTER>
<TABLE width="100%" align="center" cellspacing="0" cellpadding="0" border="0">

<TR>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="27%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD colspan="2"></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="7"></TD>
</TR>

<TR>
    <TD colspan="2"></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="7" align="center" nowrap><B><FONT size="1">Pre-reorganization</FONT></B></TD>
</TR>

<TR>
    <TD colspan="2"></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="7" align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR>
    <TD colspan="2"></TD>
    <TD></TD>
    <TD colspan="7"></TD>
    <TD></TD>
    <TD colspan="7"></TD>
    <TD></TD>
    <TD colspan="7"></TD>
</TR>

<TR>
    <TD colspan="2"></TD>
    <TD></TD>
    <TD colspan="7" align="center" nowrap><B><FONT size="1">December&nbsp;31, 2003</FONT></B></TD>
    <TD></TD>
    <TD colspan="7" align="center" nowrap><B><FONT size="1">May&nbsp;1, 2003</FONT></B></TD>
    <TD></TD>
    <TD colspan="7" align="center" nowrap><B><FONT size="1">December&nbsp;31, 2002</FONT></B></TD>
</TR>

<TR>
    <TD colspan="2"></TD>
    <TD></TD>
    <TD colspan="7" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="7" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="7" align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR>
    <TD colspan="2"></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Accumulated</FONT></B></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Accumulated</FONT></B></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Accumulated</FONT></B></TD>
</TR>

<TR>
    <TD colspan="2"></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Cost</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Depreciation</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Cost</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Depreciation</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Cost</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Depreciation</FONT></B></TD>
</TR>

<TR>
    <TD colspan="2"></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD colspan="2" align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">PCS network
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Switches
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom"><FONT size="2">$</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">137,461</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom"><FONT size="2">$</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">18,008</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom"><FONT size="2">$</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">119,034</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom"><FONT size="2">$</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom"><FONT size="2">$</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">533,511</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom"><FONT size="2">$</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">199,433</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Infrastructure and towers
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">111,564</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">6,034</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">96,303</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">352,234</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">231,510</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Radio equipment
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">51,747</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">4,410</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">33,931</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">256,660</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">168,680</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD colspan="2" align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Application hardware and software
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">37,912</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">7,822</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">26,991</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">198,215</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">110,413</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD colspan="2" align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Computer hardware and software
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">8,280</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">1,346</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">5,277</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">26,426</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">22,432</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD colspan="2" align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Office furniture and equipment
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">4,860</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">618</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">4,491</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">32,588</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">23,196</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD colspan="2" align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Leasehold improvements
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">5,187</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">732</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">3,665</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">26,912</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">15,236</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD colspan="2"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD colspan="2"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">357,011</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">38,970</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">289,692</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">1,426,546</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">770,900</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD colspan="2" align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Accumulated depreciation
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(38,970</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(770,900</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD colspan="2"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD colspan="2" align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <B><FONT size="2">Net carrying value</FONT></B></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">318,041</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">289,692</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">655,646</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD colspan="2"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

</TABLE>
</CENTER>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The PCS network includes PCS network construction
in progress, amounting to $7.7&nbsp;million as at
December&nbsp;31, 2003.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="4%"></TD>
    <TD width="96%"></TD>
</TR>

<TR valign="top">
    <TD><B><FONT size="2">5.</FONT></B></TD>
    <TD>
    <B><FONT size="2">Intangible Assets</FONT></B></TD>
</TR>

</TABLE>

<CENTER>
<TABLE width="90%" align="center" cellspacing="0" cellpadding="0" border="0">

<TR>
    <TD width="50%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="7%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="9%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="9%"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Pre-reorganization</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">December&nbsp;31,</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">May&nbsp;1,</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">December&nbsp;31,</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">2003</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">2003</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">2002</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">PCS license
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom"><FONT size="2">$</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">188,002</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom"><FONT size="2">$</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">188,002</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom"><FONT size="2">$</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">2,727</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Fido brand name
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">28,493</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">28,493</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Customer list, net of accumulated amortization of
    $7.4&nbsp;million as at December&nbsp;31, 2003
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">17,324</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">24,707</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">233,819</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">241,202</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">2,727</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

</TABLE>
</CENTER>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Radio and spectrum licenses are issued for a term
and may be renewed at Industry Canada&#146;s discretion.
Revocation is rare and licenses have a high expectation of
renewal unless a breach of a license condition has occurred, a
fundamental reallocation of spectrum to a new service is
required, or an overriding policy need arises. The Company
intends to renew the PCS license indefinitely, and expects to be
able to do so. The technology used in wireless
telecommunications is not expected to be replaced by another
technology in the foreseeable future. In December of 2003,
Industry Canada issued its <I>Spectrum Licensing Policy for
Cellular and Incumbent Personal Communications Services</I>, in
which it announced the results of its review of the PCS terms,
fees and conditions, as well as its intention to renew the
Company&#146;s PCS license up to March&nbsp;31, 2011. Industry
Canada also announced its intention to renew the PCS license
every 10&nbsp;years instead of every 5&nbsp;years. Therefore,
the Company anticipates generating sales and cash flows under
its PCS license for an indefinite period of time and as a
result, has classified the PCS license under this basis.
</FONT>

<P align="center"><FONT size="2">12
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV align="center">
<B><FONT size="2">MICROCELL TELECOMMUNICATIONS INC.</FONT></B>
</DIV>

<P align="center">
<B><FONT size="2">NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS&nbsp;&#151; (Continued)</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The Company has determined that its Fido brand
name has an indefinite life because there are no legal,
regulatory, contractual or other factors that limit the useful
life of the brand name, the Company considers the brand name to
be effective in the market place and the Company anticipates
generating sales and cash flows under this brand name for an
indefinite period of time.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="4%"></TD>
    <TD width="96%"></TD>
</TR>

<TR valign="top">
    <TD><B><FONT size="2">6.</FONT></B></TD>
    <TD>
    <B><FONT size="2">Long-Term Investments and Other Non-Current
    Assets</FONT></B></TD>
</TR>

</TABLE>

<CENTER>
<TABLE width="100%" align="center" cellspacing="0" cellpadding="0" border="0">

<TR>
    <TD width="53%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="9%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="8%"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Pre-reorganization</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">December&nbsp;31,</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">May&nbsp;1,</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">December&nbsp;31,</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">2003</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">2003</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">2002</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Equity interest in a venture capital entity, at
    equity
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom"><FONT size="2">$</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">3,955</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom"><FONT size="2">$</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">4,100</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom"><FONT size="2">$</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">9,898</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Other equity interest, at cost
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">189</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">189</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">773</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Other non-current assets
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">653</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">938</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">1,664</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">4,797</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">5,227</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">12,335</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

</TABLE>
</CENTER>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="4%"></TD>
    <TD width="96%"></TD>
</TR>

<TR valign="top">
    <TD><B><FONT size="2">7.</FONT></B></TD>
    <TD>
    <B><FONT size="2">Accounts Payable and Accrued
    Liabilities</FONT></B></TD>
</TR>

</TABLE>

<CENTER>
<TABLE width="90%" align="center" cellspacing="0" cellpadding="0" border="0">

<TR>
    <TD width="53%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="9%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="8%"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Pre-reorganization</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">December&nbsp;31,</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">May&nbsp;1,</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">December&nbsp;31,</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">2003</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">2003</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">2002</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Accounts payable&nbsp;&#151; trade
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom"><FONT size="2">$</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">46,548</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom"><FONT size="2">$</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">35,793</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom"><FONT size="2">$</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">22,345</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Accounts payable&nbsp;&#151; property, plant and
    equipment
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">16,420</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">8,513</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">5,858</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Accounts payable&nbsp;&#151; related companies
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">23</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Accrued interest
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">64,055</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Wages and benefits
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">22,636</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">13,123</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">11,355</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Other current liabilities
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">6,030</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">7,597</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">17,903</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">91,634</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">65,026</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">121,539</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

</TABLE>
</CENTER>

<P align="center"><FONT size="2">13
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV align="center">
<B><FONT size="2">MICROCELL TELECOMMUNICATIONS INC.</FONT></B>
</DIV>

<P align="center">
<B><FONT size="2">NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS&nbsp;&#151; (Continued)</FONT></B>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="4%"></TD>
    <TD width="96%"></TD>
</TR>

<TR valign="top">
    <TD><B><FONT size="2">8.</FONT></B></TD>
    <TD>
    <B><FONT size="2">Long-Term Debt</FONT></B></TD>
</TR>

</TABLE>

<CENTER>
<TABLE width="90%" align="center" cellspacing="0" cellpadding="0" border="0">

<TR>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="47%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="7%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="9%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="9%"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD colspan="2"></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Pre-reorganization</FONT></B></TD>
</TR>

<TR>
    <TD colspan="2"></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR>
    <TD colspan="2"></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">December&nbsp;31,</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">May&nbsp;1,</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">December&nbsp;31,</FONT></B></TD>
</TR>

<TR>
    <TD colspan="2"></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">2003</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">2003</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">2002</FONT></B></TD>
</TR>

<TR>
    <TD colspan="2"></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD colspan="2" align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Tranche&nbsp;B Debt
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom"><FONT size="2">$</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">271,769</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom"><FONT size="2">$</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">300,000</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom"><FONT size="2">$</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD colspan="2" align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Tranche&nbsp;C Debt
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">52,693</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">50,000</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD colspan="2" align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <B><FONT size="2">Long-term debt Pre-reorganization:</FONT></B></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Senior Secured Term Loans
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">590,048</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Series&nbsp;B Senior Discount Notes due 2006,
    interest payable semi-annually beginning June&nbsp;1, 2002
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">659,394</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Series&nbsp;A and B Senior Discount Notes due
    2007, interest payable semi-annually beginning April&nbsp;15,
    2003
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">429,443</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Series&nbsp;B Senior Discount Notes due 2009,
    interest payable semi-annually beginning December&nbsp;1, 2004
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">357,638</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Other
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">3,655</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD colspan="2"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD colspan="2"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">324,462</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">350,000</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">2,040,178</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD colspan="2" align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Less current portion of principal
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(9,298</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(10,000</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(7,500</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR>
    <TD colspan="2"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD colspan="2"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">315,164</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">340,000</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">2,032,678</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD colspan="2"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

</TABLE>
</CENTER>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The minimum contractual payments of
Tranche&nbsp;B Debt and Tranche&nbsp;C Debt for the next five
years are as follows: $9.3&nbsp;million in 2004;
$9.3&nbsp;million in 2005; $13.9&nbsp;million in 2006;
$13.9&nbsp;million in 2007; and $225.5&nbsp;million in 2008.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The financing arrangements of the Company, as at
December&nbsp;31, 2003, consisted of the following credit
agreements:
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">Tranche&nbsp;A Facility</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The Company has access to a revolving bank credit
facility [the &#147;Tranche&nbsp;A Facility&#148;] of
$25&nbsp;million, which bears interest at the prime rate plus
2.5%, base rate plus 2.5% or bankers&#146; acceptance rate plus
3.5%. Pursuant to the terms of the credit agreement of the
Tranche&nbsp;A Facility, the Company is entitled to raise up to
an additional $50&nbsp;million in revolving bank credit
facility. The Tranche&nbsp;A Facility is payable in April 2006.
A commitment fee computed at the rate of 1.0%&nbsp;per annum on
the aggregate undrawn amount of the Tranche&nbsp;A Facility is
payable on a quarterly basis. The Tranche&nbsp;A Facility is
collateralized by a first lien on all of the Company&#146;s
assets. As at December&nbsp;31, 2003 and May&nbsp;1, 2003, no
amounts were drawn on this facility.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">Tranche&nbsp;B Debt</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The Tranche&nbsp;B Debt, a term loan in the
amount of $300&nbsp;million, comprising a Canadian dollar series
in the amount of $104.8&nbsp;million and a U.S.&nbsp;dollar
series with a principal amount equivalent to Canadian
$195.2&nbsp;million [US$134.3&nbsp;million]. The Tranche&nbsp;B
Debt bears interest at the prime rate plus 3.0%, base rate plus
3.0% or bankers&#146; acceptance rate plus 4.0%. The
Tranche&nbsp;B Debt is payable in quarterly installments, which
started in June 2003 and will mature in December 2008. The
Tranche&nbsp;B Debt is collateralized by a second lien on all of
the Company&#146;s assets. Reimbursements of Tranche&nbsp;B Debt
are as follows: 2.5% of the principal amount was reimbursed in
2003; 3.33% will be reimbursed in 2004; 3.33% in
</FONT>

<P align="center"><FONT size="2">14
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV align="center">
<B><FONT size="2">MICROCELL TELECOMMUNICATIONS INC.</FONT></B>
</DIV>

<P align="center">
<B><FONT size="2">NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS&nbsp;&#151; (Continued)</FONT></B>

<P align="left">
<FONT size="2">2005; 5% in 2006; 5% in 2007; and 80.84% in 2008.
As at December&nbsp;31, 2003, the effective interest rate on
Tranche&nbsp;B Debt was 6.5%.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The Company entered into swap transactions with a
preferred shareholder, who is also a lender, to manage its
exposure to foreign exchange rate fluctuations on part of the
U.S.&nbsp;dollar denominated portion of the Tranche&nbsp;B Debt;
the Company swapped, in November 2003, $50&nbsp;million
[US$35.5&nbsp;million] of the principal of the Tranche&nbsp;B
Debt at a rate of 1.4072 and $50&nbsp;million
[US$36.7&nbsp;million] of the principal of the Tranche&nbsp;B
Debt at a rate of 1.3634. The swap transactions have a duration
of three months. These swap transactions, which have not been
designated as hedging instruments, are presented at their fair
value as derivative instruments on the balance sheet and changes
in fair value are recognized within foreign exchange gain (loss).
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">Tranche&nbsp;C Debt</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The Tranche&nbsp;C Debt, a term loan in the
amount of $50&nbsp;million, is payable in April 2013. The
Tranche&nbsp;C Debt bears interest at the rate of 8.0% payable
semi-annually at the Company&#146;s discretion: [i]&nbsp;in
cash; or [ii]&nbsp;accruing and compounding such interest
semi-annually until paid. As at December&nbsp;31, 2003,
$2.7&nbsp;million of such accreted interest has been capitalized
to the Tranche&nbsp;C Debt. The Tranche&nbsp;C Debt is
collateralized by a third lien on all of the Company&#146;s
assets.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">Covenants</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Under the above credit agreements, the Company is
committed to respect certain covenants, including restrictions
on the ability to incur certain indebtedness, pay dividends,
make certain other payments, create liens, sell assets and
engage in mergers.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The Company must also maintain certain financial
covenants and ratios under the credit agreements of the
Tranche&nbsp;A Facility and Tranche&nbsp;B Debt, including
minimum EBITDA [as defined in the credit agreements], number of
subscribers, average retail revenue per subscriber per month,
liquidity and maximum capital expenditures.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">Excess Cash Flow Sweep</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The Articles of the Company, and the credit
agreements governing the Tranche&nbsp;B Debt and Tranche&nbsp;C
Debt, require the Company to make the following payments to the
Tranche&nbsp;B Debt and Tranche&nbsp;C Debt lenders and to the
holders of First and Second Preferred Shares [or Units if
issued]: [i]&nbsp;the net sale proceeds of material asset sales
[sale of more than $2&nbsp;million]; [ii]&nbsp;75% of the amount
calculated each fiscal year equal to excess cash flow [as this
term is defined in the Articles of the Company and in the credit
agreements]; and [iii]&nbsp;75% of the amount of net proceeds
from equity offerings [including proceeds from the exercise of
Warrants]. Each payment on account of material asset sales and
net proceeds from equity offerings has to be made within five
business days following receipt of the proceeds thereof, and
each payment hereunder on account of excess cash flow has to be
made on or before March&nbsp;31 of each fiscal year, commencing
on March&nbsp;31, 2004, with respect to the excess cash flow [if
any] for the previous fiscal year.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Subject to the maintenance of a minimum cash
balance of $45&nbsp;million as at each year-end [prior to the
Company&#146;s 25% share of such year&#146;s excess cash flow],
such amounts are to be applied in the order of priority set
forth below when First and Second Preferred Shares are issued:
[i]&nbsp;repayment of the Tranche&nbsp;B Debt, up to 25% of the
principal amount thereof; [ii]&nbsp;payment of interest on the
Tranche&nbsp;C Debt; [iii]&nbsp;payment of dividends on the
First Preferred Shares; [iv]&nbsp;until May&nbsp;1, 2008, on a
pro rata basis, repayment of the principal amount of the
Tranche&nbsp;C Debt, up to 25% of the principal amount thereof,
and redemption of up to 75% of the number of First Preferred
Shares originally issued; [v]&nbsp;payment of
</FONT>

<P align="center"><FONT size="2">15
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV align="center">
<B><FONT size="2">MICROCELL TELECOMMUNICATIONS INC.</FONT></B>
</DIV>

<P align="center">
<B><FONT size="2">NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS&nbsp;&#151; (Continued)</FONT></B>

<P align="left">
<FONT size="2">dividends on the Second Preferred Shares;
[vi]&nbsp;until May&nbsp;1, 2008, redemption of up to 75% of the
number of Second Preferred Shares originally issued;
[vii]&nbsp;after May&nbsp;1, 2008, on a pro rata basis,
repayment of remaining principal amount of the Tranche&nbsp;C
Debt and redemption of First Preferred Shares originally issued;
and [viii]&nbsp;after May&nbsp;1, 2008, redemption of the
remaining Second Preferred Shares. If First and Second Units are
issued, the order of priority set forth above is substantially
similar, with the exception that the repayment of First and
Second Units is limited to 25% until May&nbsp;1, 2008.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">As of December&nbsp;31, 2003, the Company
reimbursed $0.4&nbsp;million to the Tranche&nbsp;B Debt, under
the excess cash flow sweep rules, following the sale of its
equity investment in Saraide Inc.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">Long-term Debt&nbsp;&#151;
    Pre-reorganization</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Prior to the financial reorganization, as at
December&nbsp;31, 2002, the long-term debt, all of which was in
default, consisted of the following:
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">Senior Secured Term Loans</FONT></I></B></TD>
</TR>

</TABLE>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <I><FONT size="2">Tranche&nbsp;A</FONT></I></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Term Loan of $151.2&nbsp;million, bearing
interest at the prime rate plus 1% or Bankers&#146; Acceptance
rate plus 2%, payable in quarterly installments starting in June
2002 and maturing in December 2005.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <I><FONT size="2">Tranche&nbsp;B</FONT></I></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Term Loan of US$50.9&nbsp;million, bearing
interest at the U.S.&nbsp;base rate plus 2% or the
U.S.&nbsp;LIBOR rate plus 3%, payable in quarterly installments
starting in June 2002 and maturing in March 2006.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <I><FONT size="2">Tranche&nbsp;C</FONT></I></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Term Loan of $18.8&nbsp;million, bearing interest
at the prime rate plus 1% or Eurocanadian plus 2%, payable in
quarterly installments starting in June 2002 and maturing in
December 2005.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <I><FONT size="2">Tranche&nbsp;D</FONT></I></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Term Loan of $34.2&nbsp;million, bearing interest
at the prime rate plus 1% or Eurocanadian plus 2%, payable in
quarterly installments starting in September 2002 and maturing
in December 2005.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <I><FONT size="2">Tranche&nbsp;E</FONT></I></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Term Loan of US$137.6&nbsp;million, bearing
interest at the U.S.&nbsp;base rate plus 2.25% or the
U.S.&nbsp;LIBOR rate plus 3.25%, payable in quarterly
installments starting in June 2002 and maturing in March 2006.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <I><FONT size="2">Tranche F</FONT></I></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Term Loan of US$62.9&nbsp;million, bearing
interest at the U.S.&nbsp;base rate plus 2.5% or the
U.S.&nbsp;LIBOR rate plus 3.5%, payable in quarterly
installments starting in March 2003 and maturing in February
2007.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">As of December&nbsp;31, 2002, the full amounts
were drawn on all Tranches of the Senior Secured Term Loans.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The Senior Secured Loans were collateralized by
debentures of $1,100,000,000, issued under trust deeds. The
debentures were collateralized by a first ranking security
interest in all property and assets of these companies.
</FONT>

<P align="center"><FONT size="2">16
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV align="center">
<B><FONT size="2">MICROCELL TELECOMMUNICATIONS INC.</FONT></B>
</DIV>

<P align="center">
<B><FONT size="2">NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS&nbsp;&#151; (Continued)</FONT></B>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">Series&nbsp;B Senior Discount Notes due
    2006</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The unsecured Senior Discount Notes due 2006
consist of 417,973 Units, each Unit consisting of US$1,000 at
maturity, 14% Series&nbsp;B Senior Discount Notes due on
June&nbsp;1, 2006 and four initial warrants each to
purchase&nbsp;2.1899 Class&nbsp;B Non-Voting Shares issued for
gross proceeds of $273.3&nbsp;million [US$200&nbsp;million].
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">Series&nbsp;A and Series&nbsp;B Senior
    Discount Notes due 2007</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The unsecured Senior Discount Notes due 2007
consist of $429.4&nbsp;million, 11&nbsp;1/8% Series&nbsp;A and B
Senior Discount Notes due on October&nbsp;15, 2007, issued for
gross proceeds of $250&nbsp;million.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">Series&nbsp;B Senior Discount Notes due
    2009</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The unsecured Senior Discount Notes due 2009
consist of US$270&nbsp;million, 12% Series&nbsp;B Senior
Discount Notes due on June&nbsp;1, 2009, issued for gross
proceeds of $221.2&nbsp;million [US$150.5&nbsp;million].
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="4%"></TD>
    <TD width="96%"></TD>
</TR>

<TR valign="top">
    <TD><B><FONT size="2">9.</FONT></B></TD>
    <TD>
    <B><FONT size="2">Share Capital</FONT></B></TD>
</TR>

</TABLE>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">Authorized</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">An unlimited number of Class&nbsp;A Shares;
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">An unlimited number of Class&nbsp;B Shares;
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">An unlimited number of First Preferred Shares,
issuable as First Preferred Voting Shares, First Preferred
Non-Voting Shares, First Preferred Voting 2&nbsp;Shares and
First Preferred Non-Voting 2&nbsp;Shares;&nbsp;and
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">An unlimited number of Second Preferred Shares
issuable as Second Preferred Voting Shares, Second Preferred
Non-Voting Shares, Second Preferred Voting 2&nbsp;Shares and
Second Preferred Non-Voting 2&nbsp;Shares.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">Class&nbsp;A Shares</FONT></I></B></TD>
</TR>

</TABLE>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <I><FONT size="2">Dividends and Rights upon
    Liquidation</FONT></I></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Holders of Class&nbsp;A Shares are entitled to
receive dividends, and the remaining assets of the Company on
the winding-up, liquidation or dissolution of the Company, pari
passu with the holders of Class&nbsp;B Shares, on a per share
basis.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <I><FONT size="2">Exchange Rights</FONT></I></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Each Class&nbsp;A Share may, at the option of the
holders, be exchanged at any time into one Class&nbsp;B Share.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">Class&nbsp;B Shares</FONT></I></B></TD>
</TR>

</TABLE>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <I><FONT size="2">Dividends and Rights upon
    Liquidation</FONT></I></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Holders of Class&nbsp;B Shares are entitled to
receive dividends, and the remaining assets of the Company on
the winding-up, liquidation or dissolution of the Company, pari
passu with the holders of Class&nbsp;A Shares, on a per share
basis.
</FONT>

<P align="center"><FONT size="2">17
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV align="center">
<B><FONT size="2">MICROCELL TELECOMMUNICATIONS INC.</FONT></B>
</DIV>

<P align="center">
<B><FONT size="2">NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS&nbsp;&#151; (Continued)</FONT></B>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <I><FONT size="2">Exchange Rights</FONT></I></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The Class&nbsp;B Shares are exchangeable, at the
option of the holders, into Class&nbsp;A Shares on a
share-for-share basis, in the following circumstances:
[i]&nbsp;any time upon provision by a holder of Class&nbsp;B
Shares of a residency declaration to the Company&#146;s transfer
agent certifying that the holder is a Canadian; [ii]&nbsp;upon a
bid being made for the Class&nbsp;A Shares where no equivalent
bid is made for the Class&nbsp;B Shares, for the purposes of
allowing the Class&nbsp;B Shares to tender to an exclusionary
bid; and [iii]&nbsp;automatically upon the repeal or relaxation
of the Canadian rules governing the Company&#146;s ownership and
control, but only to the extent of such repeal or relaxation and
non-Canadian ownership and control of the Company and its
subsidiaries not otherwise being restricted by law.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">First and Second Preferred Shares,
    excluding First and Second Preferred 2&nbsp;Shares [the
    &#147;Preferred Shares&#148;]</FONT></I></B></TD>
</TR>

</TABLE>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <I><FONT size="2">Rights upon Liquidation</FONT></I></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Holders of First Preferred Shares are entitled to
receive, on the winding-up, liquidation or dissolution of the
Company and in priority to any payment or distribution in
respect of shares of any other class, an amount per share equal
to the PS Redemption Price [as described below] plus any
declared but unpaid dividends.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Holders of Second Preferred Shares are entitled
to receive, on the winding-up, liquidation or dissolution of the
Company and in priority to any payment or distribution in
respect of shares of any other class, other than the First
Preferred Shares, an amount per share equal to the Preferred
Share Redemption Price [as described below] plus any declared
but unpaid dividends.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <I><FONT size="2">Non-Cumulative Dividend</FONT></I></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The holders of Preferred Shares are entitled to a
fixed, non-cumulative preferential dividend at the rate of
9%&nbsp;per annum, from time to time and payable semi-annually
in arrears in cash.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <I><FONT size="2">Maturity</FONT></I></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The Preferred Shares shall be mandatorily
redeemed on May&nbsp;1, 2013.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <I><FONT size="2">Redemption Price</FONT></I></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The redemption price of each Preferred Share [the
&#147;PS Redemption Price&#148;] is initially the issue price
therefor, increased at the beginning of each semi-annual period
commencing on November&nbsp;1, 2003 by [i]&nbsp;an amount equal
to the dividend accrued during such period; less [ii]&nbsp;the
amount of any cash dividend that has been declared and paid in
respect of such semi-annual period. As at December&nbsp;31,
2003, the PS&nbsp;Redemption Price is estimated to be
$15.91&nbsp;per share. In the event of any redemption or
mandatory conversion of Preferred Shares other than as at the
end of a semi-annual period, the PS Redemption Price is to be
adjusted by adding the accrued dividend on a pro rata basis with
reference to the number of days from the beginning of the then
current semi-annual period to the date of such redemption or
conversion, less the amount of any cash dividend that has been
declared and paid in respect of such period.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <I><FONT size="2">Redemption</FONT></I></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The Preferred Shares are redeemable as follows:
[i]&nbsp;in whole or in part at any time at the option of the
Company at the then current PS Redemption Price, payable in
cash, provided however that holders of Preferred Shares may
exercise any conversion rights prior to any such redemption;
[ii]&nbsp;at maturity,
</FONT>

<P align="center"><FONT size="2">18
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV align="center">
<B><FONT size="2">MICROCELL TELECOMMUNICATIONS INC.</FONT></B>
</DIV>

<P align="center">
<B><FONT size="2">NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS&nbsp;&#151; (Continued)</FONT></B>

<P align="left">
<FONT size="2">[a]&nbsp;mandatorily at a price per share equal
to the then current PS Redemption Price payable in cash or
[b]&nbsp;at the Company&#146;s option, if the Class&nbsp;A
Shares and the Class&nbsp;B Shares continue to be listed and
posted for trading on a recognized exchange, in consideration of
the issuance of a number of Class&nbsp;A Shares or Class&nbsp;B
Shares [as the case may be] equal to the PS Redemption Price
divided by the average share price of such shares;
[iii]&nbsp;mandatorily prior to maturity at the then current PS
Redemption Price to the extent that the Company has funds
available for such purpose [determined by reference to certain
thresholds established in the Articles]; and [iv]&nbsp;at any
time prior to maturity, in whole or in part, at the option of
the Company upon payment of the then current PS Redemption Price
by issuing Units composed of a note and a Preferred Voting
2&nbsp;Share or Preferred Non-Voting 2&nbsp;Share.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <I><FONT size="2">Intra Class Exchange Rights</FONT></I></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The First Preferred Non-Voting Shares are
exchangeable, at the option of the holders, into First Preferred
Voting Shares on a share-for-share basis, and the Second
Preferred Non-Voting Shares are exchangeable, at the option of
the holders, into Second Preferred Voting Shares on a
share-for-share basis, in the following circumstances:
[i]&nbsp;at any time upon provision by a holder of Preferred
Non-Voting Shares of a residency declaration to the
Company&#146;s transfer agent certifying that the holder is a
Canadian; [ii]&nbsp;upon a bid being made for the Preferred
Voting Shares where no equivalent bid is made for the Preferred
Non-Voting Shares for the purposes of allowing the Preferred
Non-Voting Shares to tender to an exclusionary bid;
[iii]&nbsp;automatically upon the repeal or relaxation of the
Canadian rules restricting the Company&#146;s ownership and
control, but only to the extent of such repeal or relaxation and
non-Canadian ownership and control of the Company and its
subsidiaries not otherwise being restricted by law. The First
Preferred Voting Shares are exchangeable, at the option of the
holders, into First Preferred Non-Voting Shares on a
share-for-share basis. The Second Preferred Voting Shares are
exchangeable, at the option of the holders, into Second
Preferred Non-Voting Shares on a share-for-share basis.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <I><FONT size="2">Conversion Features</FONT></I></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The Preferred Shares have the following
conversion features: [i]&nbsp;at any time, the Preferred Voting
Shares and the Preferred Non-Voting Shares are convertible, at
the option of the holders into Class&nbsp;A Shares and
Class&nbsp;B Shares, respectively, on a share-for-share basis;
[ii]&nbsp;if at any time prior to May&nbsp;1, 2008, the Company
shall complete an offering of Class&nbsp;A Shares or
Class&nbsp;B Shares for gross proceeds of not less than
$150&nbsp;million and at a per share price equal to or greater
than 200% of the then current PS&nbsp;Redemption Price and the
proceeds thereof are used as provided in the Articles, the
Preferred Voting Shares and the Preferred Non-Voting Shares that
remain outstanding after the application of such proceeds will
be converted, at the option of the Company, into Class&nbsp;A
Shares and Class&nbsp;B Shares, respectively, on a
share-for-share basis; and [iii]&nbsp;if at any time on or after
May&nbsp;1, 2008, on the 25th day [or if such day is not a
trading day, then on the next following trading day] following
the release by the Company of its quarterly or annual financial
statements, as the case may be, the Preferred Voting Shares and
the Preferred Non-Voting Shares are in-the-money [namely that
the PS Redemption Price is less than the average share price of
the Class&nbsp;A Shares and Class&nbsp;B Shares], they will be
converted automatically into Class&nbsp;A Shares and
Class&nbsp;B Shares respectively on a share-for-share basis.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Upon conversion of any Preferred Voting Shares or
Preferred Non-Voting Shares into Class&nbsp;A Shares or
Class&nbsp;B Shares, the holders of such Preferred Voting Shares
or Preferred Non-Voting Shares will have no right to receive any
payment in cash on account of the PS Redemption Price.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <I><FONT size="2">Anti-layering Provisions</FONT></I></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The Articles of the Company provide that, so long
as there remain outstanding First Preferred Shares [or First
Units, if issued] representing in the aggregate an initial issue
price in excess of $75&nbsp;million, or
</FONT>

<P align="center"><FONT size="2">19
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV align="center">
<B><FONT size="2">MICROCELL TELECOMMUNICATIONS INC.</FONT></B>
</DIV>

<P align="center">
<B><FONT size="2">NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS&nbsp;&#151; (Continued)</FONT></B>

<P align="left">
<FONT size="2">Second Preferred Shares [or Second Units, if
issued] representing in the aggregate an initial issue price in
excess of $50&nbsp;million, the approval: [i]&nbsp;by written
resolution signed by the holders of a majority of the aggregate
number [or principal amount, as the case may be] of First
Preferred Shares [or First Units, if issued] and, as the case
may be, Second Preferred Shares [or Second Units if issued] then
outstanding or [ii]&nbsp;by a majority of the holders of First
Preferred Shares [or First Units, if issued] and, as the case
may be, Second Preferred Shares [or Second Units if issued] then
outstanding represented in person or by proxy at a meeting of
such holders called for such purpose, will be required before
the Company and its subsidiaries either [X]&nbsp;issue any
shares ranking prior to or pari passu with the First Preferred
Shares [or First Units, if issued] and, as the case may be,
Second Preferred Shares [or Second Units if issued] or
[Y]&nbsp;incur funded debt [other than permitted debt under the
Company&#146;s credit facilities, First Units and Second Units],
as a result of which the aggregate consolidated funded debt
thereof would be in excess of 4.0&nbsp;times consolidated annual
EBITDA [as defined in the credit agreements], calculated on a
pro forma basis based upon the four consecutive quarters ended
as at the fiscal quarter-end immediately prior to the date of
the resolution of the Board of the Company approving such
issuance or incurrence, as the case may be.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <I><FONT size="2">Excess Cash Flow Sweep</FONT></I></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The Preferred Shares are subject to the excess
cash flow sweep described in note&nbsp;8 of these financial
statements.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">First and Second Preferred 2&nbsp;Shares
    [the &#147;Preferred 2&nbsp;Shares&#148;]</FONT></I></B></TD>
</TR>

</TABLE>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <I><FONT size="2">Rights upon Liquidation</FONT></I></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Holders of First Preferred 2&nbsp;Shares are
entitled to receive, on the winding-up, liquidation or
dissolution of the Company and in priority to any payment or
distribution in respect of shares of any other class, an amount
per share equal to the Preferred 2&nbsp;Shares Redemption Price
[the &#147;PS2&nbsp;Redemption Price&#148;, as described below]
plus any declared but unpaid dividends. Holders of Second
Preferred 2&nbsp;Shares are entitled to receive, on the
winding-up, liquidation or dissolution of the Company and in
priority to any payment or distribution in respect of shares of
any other class, other than the First Preferred 2&nbsp;Shares,
an amount per share equal to the PS2&nbsp;Redemption Price [as
described below] plus any declared but unpaid dividends.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <I><FONT size="2">Dividends</FONT></I></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The holders of Preferred 2&nbsp;Shares are not
entitled to receive any dividends in respect thereof.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <I><FONT size="2">Redemption</FONT></I></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The Preferred 2&nbsp;Shares will be automatically
redeemed at the PS2 Redemption Price [as described below] upon
the repayment, redemption or conversion of the First and Second
Units, as the case may be, of which they form part. The PS2
Redemption Price is equal to $0.0001&nbsp;per Preferred
2&nbsp;Share.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">First and Second Units [the
    &#147;Units&#148;]</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The Units are hybrid instruments designed to
duplicate the economic interest and other features [including as
to voting entitlements] attaching to the Preferred Shares. Each
Unit is composed of a note, which provides the holder of the
Unit with an economic interest similar to that of a holder of
Preferred Share, together with a First Preferred Voting
2&nbsp;Share or First Preferred Non-Voting 2&nbsp;Share [in the
case of First Units] or with a Second Preferred Voting
2&nbsp;Share or Second Preferred Non-Voting 2&nbsp;Share [in
</FONT>

<P align="center"><FONT size="2">20
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV align="center">
<B><FONT size="2">MICROCELL TELECOMMUNICATIONS INC.</FONT></B>
</DIV>

<P align="center">
<B><FONT size="2">NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS&nbsp;&#151; (Continued)</FONT></B>

<P align="left">
<FONT size="2">the case of Second Units]. The First Units are
senior in right of payment to the Second Units. As at
December&nbsp;31, 2003, no Units were issued.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">Issued</FONT></I></B></TD>
</TR>

</TABLE>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <I><FONT size="2">Number of shares issued</FONT></I></TD>
</TR>

</TABLE>

<CENTER>
<TABLE width="90%" align="center" cellspacing="0" cellpadding="0" border="0">

<TR>
    <TD width="26%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">First</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">First</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Second</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Second</FONT></B></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="3"></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Preferred</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Preferred</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Preferred</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Preferred</FONT></B></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="3"></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Voting</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Non-Voting</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Voting</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Non-Voting</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Class&nbsp;A</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Class&nbsp;B</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Shares</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Shares</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Shares</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Shares</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Shares</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Shares</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Balance as at [May&nbsp;1, 2003]
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">544,828</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">11,221,839</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">106,400</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">7,093,972</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">30,000</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">3,601,145</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Converted
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(292,532</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">193,365</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(91,618</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(114,444</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">38</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">305,191</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <B><FONT size="2">Balance as at December&nbsp;31, 2003</FONT></B></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">252,296</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">11,415,204</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">14,782</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">6,979,528</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">30,038</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">3,906,336</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

</TABLE>
</CENTER>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <I><FONT size="2">Carrying value of shares issued</FONT></I></TD>
</TR>

</TABLE>

<CENTER>
<TABLE width="100%" align="center" cellspacing="0" cellpadding="0" border="0">

<TR>
    <TD width="29%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">First</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">First</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Second</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Second</FONT></B></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="3"></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Preferred</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Preferred</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Preferred</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Preferred</FONT></B></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Total</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Voting</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Non-Voting</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Voting</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Non-Voting</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Class&nbsp;A</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Class&nbsp;B</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Value of</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Shares</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Shares</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Shares</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Shares</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Shares</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Shares</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Shares</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">$</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">$</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">$</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">$</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">$</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">$</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">$</FONT></B></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Balance as at May&nbsp;1, 2003
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">8,172</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">168,328</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">1,596</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">106,410</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">302</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">36,241</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">321,049</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Converted
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(4,510</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">2,978</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(1,412</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(1,755</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(2</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">4,701</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Accretion on redemption price
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">352</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">10,311</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">51</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">6,391</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">17,105</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <B><FONT size="2">Balance as at December&nbsp;31, 2003</FONT></B></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">4,014</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">181,617</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">235</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">111,046</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">300</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">40,942</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">338,154</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

</TABLE>
</CENTER>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Prior to the financial reorganization, authorized
and issued share capital were as follow:
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">Authorized&nbsp;&#151;
    Pre-reorganization</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Unlimited number of Common Shares, each of which
may, at any time, at the holder&#146;s option, be converted into
one Class&nbsp;B Non-Voting Share or into one Class&nbsp;A
Non-Voting Share, if necessary, to comply with the restrictions
on non-Canadian ownership and control.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Unlimited number of participating Class&nbsp;A
Non-Voting Shares, each of which may, at any time, at the
holder&#146;s option, be converted into one Class&nbsp;B
Non-Voting Share or into one Common Share, to the extent that
the Company does not cease to comply with the restrictions on
non-Canadian ownership and control as a result.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Unlimited number of participating Class&nbsp;B
Non-Voting Shares.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Unlimited number of Non-Voting First Preferred
Shares issuable in one or more series.
</FONT>

<P align="center"><FONT size="2">21
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV align="center">
<B><FONT size="2">MICROCELL TELECOMMUNICATIONS INC.</FONT></B>
</DIV>

<P align="center">
<B><FONT size="2">NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS&nbsp;&#151; (Continued)</FONT></B>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <I><FONT size="2">Issued&nbsp;&#151;
    Pre-reorganization</FONT></I></TD>
</TR>

</TABLE>

<CENTER>
<TABLE width="100%" align="center" cellspacing="0" cellpadding="0" border="0">

<TR>
    <TD width="27%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="7"></TD>
    <TD></TD>
    <TD colspan="7"></TD>
    <TD></TD>
    <TD colspan="3"></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="7"></TD>
    <TD></TD>
    <TD colspan="7" align="center" nowrap><B><FONT size="1">Class&nbsp;A</FONT></B></TD>
    <TD></TD>
    <TD colspan="7" align="center" nowrap><B><FONT size="1">Class&nbsp;B</FONT></B></TD>
    <TD></TD>
    <TD colspan="3"></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="7" align="center" nowrap><B><FONT size="1">Common Shares</FONT></B></TD>
    <TD></TD>
    <TD colspan="7" align="center" nowrap><B><FONT size="1">Non-Voting Shares</FONT></B></TD>
    <TD></TD>
    <TD colspan="7" align="center" nowrap><B><FONT size="1">Non-Voting Shares</FONT></B></TD>
    <TD></TD>
    <TD colspan="3"></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="7" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="7" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="7" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Total</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Number</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">$</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Number</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">$</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Number</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">$</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">$</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Balance as of December&nbsp;31, 2001
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">27,631,537</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">73,888</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">9,590,000</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">394,477</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">202,951,539</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">699,006</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">1,167,371</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Issued
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Converted
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Exercise of warrants
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">43,372</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">307</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">307</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <B><FONT size="2">Balance as of December&nbsp;31, 2002</FONT></B></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">27,631,537</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">73,888</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">9,590,000</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">394,477</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">202,994,911</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">699,313</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">1,167,678</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

</TABLE>
</CENTER>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <I><FONT size="2">Warrants</FONT></I></TD>
</TR>

</TABLE>

<CENTER>
<TABLE width="90%" align="center" cellspacing="0" cellpadding="0" border="0">

<TR>
    <TD width="52%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="9%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="9%"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Pre-reorganization</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">December&nbsp;31</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">May&nbsp;1</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">December&nbsp;31</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">2003</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">2003</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">2002</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">$</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">$</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">$</FONT></B></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">3,998,302 Warrants 2005, exercise price of $19.91
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">4,598</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">4,598</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">6,663,943 Warrants 2008, exercise price of $20.69
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">13,328</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">13,328</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">115,700 initial warrants
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">1,770</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">17,926</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">17,926</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">1,770</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

</TABLE>
</CENTER>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">In connection with the Plan, the Company issued
on May&nbsp;1, 2003 two series of warrants entitling holders
thereof, at any time, to purchase one Class&nbsp;A Share or
Class&nbsp;B Share as the case may be, for each warrant at the
exercise price until their maturity on May&nbsp;1, 2005 and
May&nbsp;1, 2008, respectively.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The initial warrants were each exercisable for
2,899 Class&nbsp;B non-voting shares at an exercise price of
US$0.01&nbsp;per share.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">Employee Stock Purchase Plan</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The Company has a stock purchase plan for its
employees under which participants can contribute up to 10% of
their salary. The Company makes a contribution in shares for the
benefit of the participant equal to one-third the number of
shares purchased with the participant&#146;s contribution during
the year [up to 5% of the participant&#146;s salary]. The
Company&#146;s contribution is executed only if, on June&nbsp;30
of the following year, the participant is still an employee of
the Company and still holds the shares purchased with their
contributions during the year. The Company may choose to make
its contribution in treasury shares or to deposit with the
administrative agent of the plan a sufficient amount of money to
enable the administrative agent of the plan to purchase the
appropriate number of shares in the market. The total number of
treasury Class&nbsp;A Shares and Class&nbsp;B Shares that can be
issued by the Company in order to make its contribution pursuant
to this plan shall not exceed 250,000&nbsp;shares. As at
December&nbsp;31, 2003, no shares were issued under this stock
purchase plan.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">Stock Option Plan</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">A new stock option plan was implemented on
May&nbsp;1, 2003. The new stock option plan, as amended on
November&nbsp;20, 2003, authorizes the issuance of up to 3,000
Class&nbsp;A Shares and 2,006,818 Class&nbsp;B Shares. The Board
may amend, supersede or terminate the stock option plan.
</FONT>

<P align="center"><FONT size="2">22
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV align="center">
<B><FONT size="2">MICROCELL TELECOMMUNICATIONS INC.</FONT></B>
</DIV>

<P align="center">
<B><FONT size="2">NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS&nbsp;&#151; (Continued)</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The stock option plan is administered by the
Board, which has sole discretion to designate the recipients of
options and to determine the number of Class&nbsp;A Shares or
Class&nbsp;B Shares of the Company covered by each of such
options, the date of grants and the subscription price of each
option. Each option allows its holder to acquire one
Class&nbsp;A Share or one Class&nbsp;B Share, as the case may
be, at its exercise price following the vesting period. Options
granted under the stock option plan have the terms and
conditions, including exercise price, vesting and expiration, as
established by the Board, from time to time, provided that the
pricing of options is in accordance with the requirements of the
Toronto Stock Exchange and is not less than the market prices
for the Class&nbsp;A Shares and Class&nbsp;B Shares at the time
of the grant of options.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">During the eight-month period ended
December&nbsp;31, 2003, the Company granted
1,781,359&nbsp;options and 48,400&nbsp;options were forfeited.
As a result, 1,732,959&nbsp;options were outstanding as of
December&nbsp;31, 2003. 50%, 25% and 25% will vest and become
exercisable on the second, third and fourth anniversaries of the
grant. Accelerated vesting will be applicable after the first
anniversary date of the grant in the event that the market price
of the shares reaches a certain level.
</FONT>

<CENTER>
<TABLE width="90%" align="center" cellspacing="0" cellpadding="0" border="0">

<TR>
    <TD width="42%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="11"></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="11" align="center" nowrap><B><FONT size="1">Pre-reorganization</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="11" align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Eight</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Four</FONT></B></TD>
    <TD></TD>
    <TD colspan="7"></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Months</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Months</FONT></B></TD>
    <TD></TD>
    <TD colspan="7"></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Ended</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Ended</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Year Ended</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Year Ended</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">December&nbsp;31,</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">April&nbsp;30,</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">December&nbsp;31,</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">December&nbsp;31,</FONT></B></TD>
</TR>

<TR>
    <TD align="center" nowrap><B><FONT size="1">Weighted-Average Assumptions</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">2003</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">2003</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">2002</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">2001</FONT></B></TD>
</TR>

<TR>
    <TD align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Risk-free interest rate
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">3.0</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">%</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">3.0</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">%</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">3.0</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">%</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">3.0</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">%</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Expected dividend yield
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">0</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">%</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">0</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">%</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">0</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">%</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">0</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">%</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Expected share price volatility
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">64.6</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">%</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">107.9</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">%</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">107.9</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">%</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">89.8</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">%</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Expected life
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">5.0&nbsp;years</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">5.5&nbsp;years</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">5.5&nbsp;years</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">5.5&nbsp;years</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

</TABLE>
</CENTER>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">For the purposes of pro forma disclosures, the
estimated fair value of the options at the grant date is
amortized to expense over the options&#146; vesting periods.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">All the outstanding options granted under the
prior stock option plan were cancelled upon the implementation
of the Company&#146;s financial reorganization on May&nbsp;1,
2003.
</FONT>

<P align="center"><FONT size="2">23
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV align="center">
<B><FONT size="2">MICROCELL TELECOMMUNICATIONS INC.</FONT></B>
</DIV>

<P align="center">
<B><FONT size="2">NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS&nbsp;&#151; (Continued)</FONT></B>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <I><FONT size="2">Pro forma disclosure regarding stock options
    plan:</FONT></I></TD>
</TR>

</TABLE>

<CENTER>
<TABLE width="90%" align="center" cellspacing="0" cellpadding="0" border="0">

<TR>
    <TD width="42%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="11"></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="11" align="center" nowrap><B><FONT size="1">Pre-reorganization</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="11" align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Eight</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Four</FONT></B></TD>
    <TD></TD>
    <TD colspan="7"></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Months</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Months</FONT></B></TD>
    <TD></TD>
    <TD colspan="7"></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Ended</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Ended</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Year Ended</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Year Ended</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">December&nbsp;31,</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">April&nbsp;30,</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">December&nbsp;31,</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">December&nbsp;31,</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">2003</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">2003</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">2002</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">2001</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">$</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">$</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">$</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">$</FONT></B></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Net income (loss) for basic earnings (loss) per
    share calculation
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(12,146</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">45,517</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(570,501</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(498,485</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Stock-based employee compensation costs that
    would have been included in the determination of net income if
    the fair value based method had been applied to all awards as
    reported
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(1,327</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(1,577</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(2,228</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(6,155</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Pro forma net income (loss) as if the fair value
    based method had been applied to all awards
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(13,473</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">43,940</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(572,729</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(504,640</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Basic and diluted earnings (loss) per share as if
    the fair value based method had been applied to all awards
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(3.57</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">0.18</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(2.38</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(4.62</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

</TABLE>
</CENTER>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The following table summarizes information about
stock options outstanding, none of which were exercisable, as of
December&nbsp;31, 2003:
</FONT>

<CENTER>
<TABLE width="100%" align="center" cellspacing="0" cellpadding="0" border="0">

<TR>
    <TD width="43%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="8%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="7%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="8%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="7%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="8%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="7%"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="11"></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="11" align="center" nowrap><B><FONT size="1">Options Outstanding</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="11" align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Number</FONT></B></TD>
    <TD></TD>
    <TD colspan="7"></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Outstanding as at</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Weighted-average</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Weighted-average</FONT></B></TD>
</TR>

<TR>
    <TD align="center" nowrap><B><FONT size="1">Range of Exercise Prices</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">December 31, 2003</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Remaining Life</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Exercise Price</FONT></B></TD>
</TR>

<TR>
    <TD align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">$10.50 to $11.25
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">1,648,544</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">4.48 years</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">10.51</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">$17.75 to $18.74
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">84,415</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">4.20 years</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">18.51</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">$10.50 to $18.74
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">1,732,959</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">4.46 years</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">10.90</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

</TABLE>
</CENTER>

<P align="center"><FONT size="2">24
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV align="center">
<B><FONT size="2">MICROCELL TELECOMMUNICATIONS INC.</FONT></B>
</DIV>

<P align="center">
<B><FONT size="2">NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS&nbsp;&#151; (Continued)</FONT></B>

<P align="left">
<B><FONT size="2">10.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Supplementary
Consolidated Statement of Net Income
(Loss)&nbsp;Information</FONT></B>

<CENTER>
<TABLE width="100%" align="center" cellspacing="0" cellpadding="0" border="0">

<TR>
    <TD width="36%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="8%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="8%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Eight Months</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Four Months</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Pre-reorganization</FONT></B></TD>
    <TD></TD>
    <TD colspan="3"></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Ended</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Ended</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Year Ended</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Year Ended</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">December&nbsp;31,</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">April&nbsp;30,</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">December&nbsp;31,</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">December&nbsp;31,</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">2003</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">2003</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">2002</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">2001</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <B><FONT size="2">Depreciation and amortization</FONT></B></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Property, plant and equipment
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom"><FONT size="2">$</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">38,970</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom"><FONT size="2">$</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">59,121</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom"><FONT size="2">$</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">240,384</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom"><FONT size="2">$</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">176,712</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Intangible assets
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">7,383</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">223,399</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Other non-current assets
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">418</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">267</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">2,032</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">1,278</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">46,771</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">59,388</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">465,815</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">177,990</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <B><FONT size="2">Interest expenses</FONT></B></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Interest on long-term debt
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">14,705</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">70,174</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">208,389</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">202,429</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Other interest
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">112</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">434</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">7,867</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">13,459</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Amortization of deferred financing costs
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">10,573</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">8,349</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">14,817</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">70,608</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">226,829</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">224,237</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <B><FONT size="2">Other information</FONT></B></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Bad debt expense
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">2,853</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">4,153</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">32,306</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">16,148</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Advertising costs
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">31,823</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">8,290</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">37,341</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">33,293</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

</TABLE>
</CENTER>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Intangible assets&#146; amortization for the next
two years is expected to be approximately $8.6&nbsp;million per
year. Costs of products and costs of services are exclusive of
depreciation and amortization, which are shown separately.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">Post-reorganization</FONT></I></B></TD>
</TR>

</TABLE>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <I><FONT size="2">Gain (Loss) on Investments, Marketable
    Securities and Other Assets</FONT></I></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">During the eight-month period ended
December&nbsp;31, 2003, the Company received proceeds of
$2.4&nbsp;million following the sale of its equity investment in
Saraide Inc., which was previously written down to a value of
nil. The entire amount was recorded as a gain on investments.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">Pre-reorganization</FONT></I></B></TD>
</TR>

</TABLE>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <I><FONT size="2">Impairment of Assets</FONT></I></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">In 2002, the Company wrote down the value of its
MCS Licenses to nil and an impairment charge of
$223.4&nbsp;million was recorded and included with depreciation
and amortization of intangible assets. A related deferred income
tax recovery of $72.9&nbsp;million was also recorded. Also
included with depreciation and amortization of property, plant
and equipment in 2002 was an impairment charge of
$37.3&nbsp;million as a result of write-downs related to the
network and to application software.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">In light of the decline in market conditions for
high-technology companies, the Company reduced the value of
certain of its investments to their net estimated realizable
value. Accordingly, write-downs of $11.8&nbsp;million were
recorded in 2002 and $28.0&nbsp;million in 2001.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <I><FONT size="2">Restructuring Charges</FONT></I></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">In 2002, the Company laid off approximately
350&nbsp;employees [approximately 200 in 2001] to adjust its
work force to the requirements of its operating plan. The
restructuring charges of $7.5&nbsp;million recorded in 2002
[$5.2&nbsp;million in 2001] relate primarily to severance
payments to the employees laid off.
</FONT>

<P align="center"><FONT size="2">25
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV align="center">
<B><FONT size="2">MICROCELL TELECOMMUNICATIONS INC.</FONT></B>
</DIV>

<P align="center">
<B><FONT size="2">NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS&nbsp;&#151; (Continued)</FONT></B>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <I><FONT size="2">Gain on Financial Instruments</FONT></I></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">During 2002, the Company terminated
cross-currency swaps, interest rate swaps and hedging agreements
related to the old long-term debt. These terminations generated
net proceeds of $21.5&nbsp;million, net deferred gain of
$3.1&nbsp;million and gain on financial instruments of
$5.5&nbsp;million. The net gain on financial instruments in 2002
also includes the amortization of the deferred gains of
$1.4&nbsp;million and the amortization of the deferred losses
generated by the termination of the interest rate swaps of
$0.3&nbsp;million.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <I><FONT size="2">Write-down of Deferred Financing Costs and
    Deferred Gain and Loss on Financial Instruments</FONT></I></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">In 2002, the Company wrote down
$18.9&nbsp;million of deferred financing costs,
$17.7&nbsp;million of deferred loss on financial instruments and
$19.7&nbsp;million of deferred gain on financial instruments for
a net total of $16.9&nbsp;million, all of which related to the
Company&#146;s long-term debt, which was in default as at
December&nbsp;31, 2002.
</FONT>

<P align="center"><FONT size="2">26
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV align="center">
<B><FONT size="2">MICROCELL TELECOMMUNICATIONS INC.</FONT></B>
</DIV>

<P align="center">
<B><FONT size="2">NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS&nbsp;&#151; (Continued)</FONT></B>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="5%"></TD>
    <TD width="95%"></TD>
</TR>

<TR valign="top">
    <TD><B><FONT size="2">11.</FONT></B></TD>
    <TD>
    <B><FONT size="2">Earnings (Loss) Per Share</FONT></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The reconciliation of the numerator and
denominator for the calculation of earnings (loss)&nbsp;per
share is as follows:
</FONT>

<CENTER>
<TABLE width="90%" align="center" cellspacing="0" cellpadding="0" border="0">

<TR>
    <TD width="41%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="11"></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="11" align="center" nowrap><B><FONT size="1">Pre-reorganization</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="11" align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Eight Months</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Four Months</FONT></B></TD>
    <TD></TD>
    <TD colspan="7"></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Ended</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Ended</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Year Ended</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Year Ended</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">December&nbsp;31,</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">April&nbsp;30,</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">December&nbsp;31,</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">December&nbsp;31,</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">2003</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">2003</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">2002</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">2001</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <B><FONT size="2">Numerator:</FONT></B></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Net income (loss)&nbsp;for diluted earnings
    (loss)&nbsp;per share calculation
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom"><FONT size="2">$</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">4,959</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom"><FONT size="2">$</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">45,517</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom"><FONT size="2">$</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(570,501</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom"><FONT size="2">$</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(498,485</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Accretion on redemption price of First and Second
    Preferred Shares
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(17,105</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Net income (loss)&nbsp;for basic earnings
    (loss)&nbsp;per share calculation
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(12,146</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">45,517</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(570,501</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(498,485</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><B><FONT size="2">Number</FONT></B></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><B><FONT size="2">Number</FONT></B></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><B><FONT size="2">Number</FONT></B></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><B><FONT size="2">Number</FONT></B></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <B><FONT size="2">Denominator: (in thousands)</FONT></B></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Weighted-average number of shares outstanding
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">3,774</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">240,217</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">240,204</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">108,915</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Shares issuable pursuant to the exercise of
    initial warrants
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">253</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">253</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">297</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Number of shares for basic earnings
    (loss)&nbsp;per share calculation
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">3,774</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">240,470</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">240,457</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">109,212</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Additional shares for diluted loss per share
    calculation
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">3,312</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Shares issuable pursuant to the conversion of
    Preferred Shares
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">18,662</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Shares issuable pursuant to the exercise of stock
    options
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">463</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Number of shares for diluted earnings
    (loss)&nbsp;per share calculation
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">22,899</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">240,470</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">240,457</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">112,524</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <B><FONT size="2">Basic and diluted earnings (loss)&nbsp;per
    share (in dollars)</FONT></B></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(3.22</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">0.19</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(2.37</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(4.56</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
</TR>

</TABLE>
</CENTER>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Basic and diluted earnings (loss)&nbsp;per share
are identical, as the effect of dilutive securities is
antidilutive.
</FONT>

<P align="left">
<B><FONT size="2">12.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Related Party
Transactions</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Since May&nbsp;1, 2003, certain holders of the
long-term debt and the derivative instruments are also
shareholders of the Company.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">During the pre-reorganization period, the Company
has entered into transactions with shareholders, companies under
common control, joint ventures and equity-accounted companies.
These transactions are undertaken in the normal course of
operations and are measured at the exchange amount, which is the
amount of consideration established and agreed to by the related
parties. Amounts due from or to related parties are payable or
receivable in cash on demand. These transactions consist
primarily of the purchase or sale by the Company of engineering,
telecommunications, development and management services or
</FONT>

<P align="center"><FONT size="2">27
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV align="center">
<B><FONT size="2">MICROCELL TELECOMMUNICATIONS INC.</FONT></B>
</DIV>

<P align="center">
<B><FONT size="2">NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS&nbsp;&#151; (Continued)</FONT></B>

<P align="left">
<FONT size="2">equipment. The effect on the consolidated
financial statements, excluding amounts related to long-term
debt and derivative instruments, is as follows:
</FONT>

<CENTER>
<TABLE width="90%" align="center" cellspacing="0" cellpadding="0" border="0">

<TR>
    <TD width="41%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="11"></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="11" align="center" nowrap><B><FONT size="1">Pre-reorganization</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="11" align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Eight Months</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Four Months</FONT></B></TD>
    <TD></TD>
    <TD colspan="7"></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Ended</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Ended</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Year Ended</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Year Ended</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">December&nbsp;31,</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">April&nbsp;30,</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">December&nbsp;31,</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">December&nbsp;31,</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">2003</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">2003</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">2002</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">2001</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Costs capitalized to property, plant and
    equipment and deferred charges
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom"><FONT size="2">$</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom"><FONT size="2">$</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom"><FONT size="2">$</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom"><FONT size="2">$</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">5,165</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Cost of products and services
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">3,007</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">6,965</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">General and administrative services
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">103</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">304</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">562</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Selling and marketing
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">225</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Equipment sales and service revenues
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">4,698</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">5,470</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Equipment purchases
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">224</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">192</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

</TABLE>
</CENTER>

<P align="left">
<B><FONT size="2">13.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Income
Taxes</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Significant components of the income tax benefit
(expense) consist of the following:
</FONT>

<CENTER>
<TABLE width="90%" align="center" cellspacing="0" cellpadding="0" border="0">

<TR>
    <TD width="41%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="11"></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="11" align="center" nowrap><B><FONT size="1">Pre-reorganization</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="11" align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Eight Months</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Four Months</FONT></B></TD>
    <TD></TD>
    <TD colspan="7"></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Ended</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Ended</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Year Ended</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Year Ended</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">December&nbsp;31,</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">April&nbsp;30,</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">December&nbsp;31,</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">December&nbsp;31,</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">2003</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">2003</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">2002</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">2001</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Current income tax benefit (expense) before the
    following:
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom"><FONT size="2">$</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(587</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom"><FONT size="2">$</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(6,180</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom"><FONT size="2">$</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(80,484</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom"><FONT size="2">$</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(40,101</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Tax benefit of previously unrecognized losses and
    temporary differences
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">4,384</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">78,860</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">37,857</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Current income tax benefit (expense)
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(587</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(1,796</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(1,624</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(2,244</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Deferred income tax recovery related to reversal
    of temporary differences
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">73,519</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">3,966</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <B><FONT size="2">Income tax benefit (expense)</FONT></B></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(587</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(1,796</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">71,895</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">1,722</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

</TABLE>
</CENTER>

<P align="center"><FONT size="2">28
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV align="center">
<B><FONT size="2">MICROCELL TELECOMMUNICATIONS INC.</FONT></B>
</DIV>

<P align="center">
<B><FONT size="2">NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS&nbsp;&#151; (Continued)</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The reconciliation of income tax computed at the
statutory income tax rates to the income tax benefit (expense)
is as follows:
</FONT>

<CENTER>
<TABLE width="90%" align="center" cellspacing="0" cellpadding="0" border="0">

<TR>
    <TD width="41%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="11"></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="11" align="center" nowrap><B><FONT size="1">Pre-reorganization</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="11" align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Eight Months</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Four Months</FONT></B></TD>
    <TD></TD>
    <TD colspan="7"></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Ended</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Ended</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Year Ended</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Year Ended</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">December&nbsp;31,</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">April&nbsp;30,</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">December&nbsp;31,</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">December&nbsp;31,</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">2003</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">2003</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">2002</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">2001</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Income tax benefit (expense)&nbsp;based on the
    combined statutory income tax rate of 33% [32% in 2002 and 33%
    in 2001]
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom"><FONT size="2">$</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(1,830</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom"><FONT size="2">$</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(15,613</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom"><FONT size="2">$</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">205,567</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom"><FONT size="2">$</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">165,068</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Non-taxable portion of capital items
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">2,825</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">16,519</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(3,665</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(14,596</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Unrecognized tax expense (benefit) of losses and
    temporary differences
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(913</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(5,264</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(210,063</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(187,376</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Tax benefit of previously unrecognized losses and
    temporary differences
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">4,384</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">78,860</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">37,857</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Large corporations tax
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(587</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(1,796</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(1,624</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(2,244</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Other
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(82</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(26</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">2,820</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">3,013</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <B><FONT size="2">Income tax benefit (expense)</FONT></B></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(587</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(1,796</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">71,895</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">1,722</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

</TABLE>
</CENTER>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Significant components of the Company&#146;s
deferred tax assets and liabilities as of December&nbsp;31, 2003
are as follows:
</FONT>

<CENTER>
<TABLE width="90%" align="center" cellspacing="0" cellpadding="0" border="0">

<TR>
    <TD width="49%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="7%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="9%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="9%"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Pre-reorganization</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">December&nbsp;31,</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">May&nbsp;1,</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">December&nbsp;31,</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">2003</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">2003</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">2002</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <B><FONT size="2">Deferred income tax liabilities:</FONT></B></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Deferred gains and other
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom"><FONT size="2">$</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">2,779</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom"><FONT size="2">$</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">517</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom"><FONT size="2">$</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">873</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Total deferred income tax liabilities
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">2,779</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">517</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">873</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <B><FONT size="2">Deferred income tax assets:</FONT></B></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Tax values of marketable securities and
    investments in excess of accounting values
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">416</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">416</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">4,568</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Operating losses carried forward
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">542,552</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">612,370</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">481,105</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Tax values of capital assets in excess of
    accounting values
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">55,849</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">40,553</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">162,806</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Provisions and other temporary differences
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">23,906</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">25,651</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">83,576</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Total deferred income tax assets
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">622,723</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">678,990</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">732,055</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Valuation allowance
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(619,944</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(678,473</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(731,182</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <B><FONT size="2">Net deferred income tax assets</FONT></B></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">2,779</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">517</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">873</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <B><FONT size="2">Net deferred income tax</FONT></B></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

</TABLE>
</CENTER>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Approximately $1.8&nbsp;billion of the operating
losses carried forward and $200&nbsp;million of temporary
differences existed at the date of the Company&#146;s financial
reorganization as described in note 1. The tax benefits related
to these operating losses carried forward and temporary
differences were not included in the assets as part of the fresh
start accounting, as a valuation allowance of approximately
$678&nbsp;million was provided. Accordingly, if and when it is
more likely than not that the tax benefits of these unrecognized
losses carried forward and temporary differences will be
realized, they will be applied to reduce
</FONT>

<P align="center"><FONT size="2">29
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV align="center">
<B><FONT size="2">MICROCELL TELECOMMUNICATIONS INC.</FONT></B>
</DIV>

<P align="center">
<B><FONT size="2">NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS&nbsp;&#151; (Continued)</FONT></B>

<P align="left">
<FONT size="2">unamortized intangible assets to nil. During the
period of eight months ended December&nbsp;31, 2003, no amount
of tax benefits related to these losses and temporary
differences was realized.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">As at December&nbsp;31, 2003, the Company had net
operating losses carried forward for income tax purposes
totalling $1.6&nbsp;billion, which expire as follows: 2004,
$217.8&nbsp;million; 2005, $57.9&nbsp;million; 2006,
$283.7&nbsp;million; 2007, $282.6&nbsp;million; 2008,
$322.0&nbsp;million; 2009, $480.1&nbsp;million. The Company had
also approximately $234.5&nbsp;million of deductible temporary
differences.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">In addition, the use of tax losses carried
forward will generally be restricted in future years to profits
from those businesses carried on prior to the restructuring plan.
</FONT>

<P align="left">
<B><FONT size="2">14.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Supplementary
Information on Consolidated Statement of Cash Flows</FONT></B>

<CENTER>
<TABLE width="100%" align="center" cellspacing="0" cellpadding="0" border="0">

<TR>
    <TD width="36%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="8%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="8%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="11"></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="11" align="center" nowrap><B><FONT size="1">Pre-reorganization</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="11" align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Eight Months</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Four Months</FONT></B></TD>
    <TD></TD>
    <TD colspan="7"></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Ended</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Ended</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Year Ended</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Year Ended</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">December&nbsp;31,</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">April&nbsp;30,</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">December&nbsp;31,</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">December&nbsp;31,</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">2003</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">2003</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">2002</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">2001</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Receivables
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom"><FONT size="2">$</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(12,244</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom"><FONT size="2">$</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(2,689</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom"><FONT size="2">$</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">13,783</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom"><FONT size="2">$</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(18,947</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Inventories
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(5,728</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(4,035</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">370</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">17,545</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Prepaid license fees, rental sites and other
    prepaid
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">7,193</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(14,188</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(1,235</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(980</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Deferred charges
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(3,557</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">9,481</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(5,477</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(7,727</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Other current assets
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(3,282</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(34,250</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">6,754</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">13,116</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Accounts payable and accrued liabilities
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">27,113</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">75,712</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">16,385</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(61,289</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Deferred revenues
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">8,121</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(3,366</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(542</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">5,979</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Net change in operating assets and liabilities
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">17,616</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">26,665</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">30,038</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(52,303</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

</TABLE>
</CENTER>

<P align="left">
<B><FONT size="2">15.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Commitments
and Contingencies</FONT></B>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">Operating Leases</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The aggregate minimum annual payments under
operating leases related to sites, switch rooms, offices and
stores are as follows:
</FONT>

<CENTER>
<TABLE width="60%" align="center" cellspacing="0" cellpadding="0" border="0">

<TR>
    <TD width="87%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">$</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">2004
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">34,148</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">2005
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">29,774</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">2006
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">21,399</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">2007
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">17,528</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">2008
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">14,653</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Subsequent to 2008
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">41,384</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">158,886</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

</TABLE>
</CENTER>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Rental expenses for the eight months ended
December&nbsp;31, 2003 and for the four months ended
April&nbsp;30, 2003 amounted to $19.0&nbsp;million and
$9.7&nbsp;million respectively [$29.7&nbsp;million for 2002 and
$29.5&nbsp;million for 2001].
</FONT>

<P align="center"><FONT size="2">30
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV align="center">
<B><FONT size="2">MICROCELL TELECOMMUNICATIONS INC.</FONT></B>
</DIV>

<P align="center">
<B><FONT size="2">NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS&nbsp;&#151; (Continued)</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Under its site leases, the Company is generally
committed to returning each site to its original state. The
associated exit costs are expected to be insignificant because
the Company estimates that most of its lease sites will be
renewed at their expiry. Consequently, no provision has been
recorded for asset retirement obligations and the associated
exit costs will be provided for when such liabilities arise.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">Letters of Credit</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">As at December&nbsp;31, 2003, the Company had
outstanding letters of credit for an aggregate amount of
$0.4&nbsp;million [$1.3&nbsp;million as at May&nbsp;1, 2003].
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">Supply Agreement</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Under a supply agreement, the Company is
committed until 2006 to acquire certain of its core wireless
network equipment and call server products from a major
supplier. Under this agreement, the Company has no unconditional
purchase commitments.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">PCS License</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">On April&nbsp;15, 1996, the Company was informed
of the conditions attached to its PCS license, which had an
initial term of five years. On March&nbsp;29, 2001, Industry
Canada renewed the Company&#146;s PCS license for a second
five-year term, commencing on April&nbsp;1, 2001. On
December&nbsp;12, 2003, Industry Canada issued Canada Gazette
Notice DGRB-006-03 announcing that the license terms of existing
cellular and PCS licensees, including the Company, will be
extended to March&nbsp;31, 2011. Industry Canada also announced
that it will make certain changes to the cellular and PCS
license conditions, including granting licensees the power to
divide and transfer their licenses, by both spectrum amount and
geographic area.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Other License conditions detailed in Gazette
Notice DGRB-006-03 that apply to the Company include:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">[i]&nbsp;to comply with applicable spectrum
    aggregation limits;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">[ii]&nbsp;to comply with the Canadian ownership
    and control provisions;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">[iii]&nbsp;to ensure that radio stations are
    installed and operated in compliance with applicable regulations
    from Health Canada [electromagnetic field exposure] and
    Transport Canada [air navigation], and only after meaningful
    consultations have taken place with applicable local land use
    authorities;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">[iv]&nbsp;to invest a minimum of 2% of adjusted
    gross revenues resulting from operations in the spectrum, over
    the term of the License, in eligible research and development
    activities. As at December&nbsp;31, 2003, 2% of the
    Company&#146;s adjusted gross revenues represented a cumulative
    amount of $26.7&nbsp;million. Up to December&nbsp;31, 2003, the
    Company has spent approximately $15.9&nbsp;million;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">[v]&nbsp;to provide for and maintain lawful
    interception activities as authorized by law; and
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">[vi]&nbsp;to offer PCS resale to other PCS
    licensees on a non-discriminatory basis.
    </FONT></TD>
</TR>

</TABLE>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">MCS Licenses</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">In November 2003, Inukshuk announced the creation
of a new venture with two partners. The new company plans to
build a MCS network to offer high speed Internet, IP-based voice
and local networking services using broadband wireless access
technology. Each partner owns one-third of the new company,
which will operate as an independent entity. The first phase
will allow partners to validate technological and commercial
acceptance to develop a detailed business plan. The first
commercial service launches are
</FONT>

<P align="center"><FONT size="2">31
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV align="center">
<B><FONT size="2">MICROCELL TELECOMMUNICATIONS INC.</FONT></B>
</DIV>

<P align="center">
<B><FONT size="2">NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS&nbsp;&#151; (Continued)</FONT></B>

<P align="left">
<FONT size="2">planned for early 2004. Inukshuk will contribute
the use of 60 MHz of its MCS Licenses, but no monetary
investment. Contributions to the venture will be made in two
phases and the second phase is subject to certain conditions.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">As of December&nbsp;31, 2003, the venture was at
an early stage of activities and had no significant impact on
the Company&#146;s financial statements.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">Litigations</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">On April&nbsp;10, 2002, ASP Wireless Net Inc., or
ASP, a former service provider of Solutions, filed a notice of
arbitration pursuant to an agreement that ASP had with
Solutions. ASP claims in the notice of arbitration that
Solutions has breached its agreements with ASP and ASP therefore
suffered damages in the amount of $18.5&nbsp;million, which ASP
is claiming from the Company. The breach alleged by ASP relates
to Microcell&#146;s failure to provide ASP access to
Microcell&#146;s PCS network. The Company considers ASP&#146;s
claim frivolous and unfounded in fact and in law and intends to
vigorously contest it.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Furthermore, the Company is involved from time to
time in other legal and regulatory proceedings incidental to its
business. The Company does not believe that such proceedings
will have, individually or in the aggregate, a materially
adverse effect on the Company.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="5%"></TD>
    <TD width="95%"></TD>
</TR>

<TR valign="top">
    <TD><B><FONT size="2">16.</FONT></B></TD>
    <TD>
    <B><FONT size="2">Financial Instruments</FONT></B></TD>
</TR>

</TABLE>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">Concentration of Credit Risk</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The Company has a limited concentration of credit
risk due to the composition of its customer base, which includes
a large number of individuals and businesses. The Company
evaluates the credit-worthiness of customers in order to limit
the amount of credit extended where appropriate and establishes
an allowance for doubtful accounts receivable sufficient to
cover probable and reasonably estimated losses. Cash and cash
equivalents and short-term investments are contracted with a
limited number of financial institutions. However, risk of
losses is managed by the Company through a policy of dealing
only with large, creditworthy financial institutions.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">Interest Rate Risk</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The Company has exposure to interest rate risk
for both fixed interest rate and floating interest rate
instruments. Fluctuations in interest rates will have an effect
on the valuation and the collection or repayment of these
instruments.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">Foreign Exchange Rate Risk</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The Company is subject to foreign exchange rate
fluctuations as a portion of its assets and liabilities are
unhedged and denominated in currencies other than Canadian
dollars.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">Fair Value</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Fair value estimates are made as of a specific
point in time, using available information about the financial
instruments. These estimates are subjective in nature and often
cannot be determined with precision.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The fair value of cash and cash equivalents,
short-term investments, receivables, accounts payable and
accrued liabilities approximate their carrying value due to the
short-term maturity of these instruments.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The fair value of the Tranche B Debt and Tranche
C&nbsp;Debt is determined based on an amount quoted on the
over-the-counter market at the balance sheet date. The fair
value of the derivative instruments is
</FONT>

<P align="center"><FONT size="2">32
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV align="center">
<B><FONT size="2">MICROCELL TELECOMMUNICATIONS INC.</FONT></B>
</DIV>

<P align="center">
<B><FONT size="2">NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS&nbsp;&#151; (Continued)</FONT></B>

<P align="left">
<FONT size="2">determined based on market rates prevailing at
the balance sheet date obtained from the Company&#146;s
financial institutions for similar derivative instruments.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Fair values of the Company&#146;s financial
instruments, as at December&nbsp;31, 2003, where the fair values
differ from the carrying amounts on the financial statements,
are as follows:
</FONT>

<CENTER>
<TABLE width="80%" align="center" cellspacing="0" cellpadding="0" border="0">

<TR>
    <TD width="68%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="8%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="7%"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Carrying</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Estimated Fair</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Value</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Value</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">$</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">$</FONT></B></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Tranche B Debt
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">271,769</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">266,334</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Tranche C Debt
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">52,693</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">41,100</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

</TABLE>
</CENTER>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="5%"></TD>
    <TD width="95%"></TD>
</TR>

<TR valign="top">
    <TD><B><FONT size="2">17.</FONT></B></TD>
    <TD>
    <B><FONT size="2">Segmented Information</FONT></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">In the preceding years, the Company carried out
its operations through three strategic business segments: PCS,
wireless Internet and investments. As a result of the
restructuring process, the Company realigned its cash flows to
concentrate on the PCS activities. Consequently, the Company has
determined that it operates in one segment since January&nbsp;1,
2003, as the wireless internet and investments operations were
no longer significant.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="5%"></TD>
    <TD width="95%"></TD>
</TR>

<TR valign="top">
    <TD><B><FONT size="2">18.</FONT></B></TD>
    <TD>
    <B><FONT size="2">Accounting Principles Generally Accepted in
    the United States</FONT></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">These financial statements were prepared in
accordance with Canadian GAAP. The following summary sets out
the material adjustments to the Company&#146;s financial
statements, which would be required to conform to U.S.&nbsp;GAAP.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">Reconciliation of Consolidated Net Income
    (Loss)&nbsp;and Comprehensive Income (Loss)</FONT></I></B></TD>
</TR>

</TABLE>

<CENTER>
<TABLE width="100%" align="center" cellspacing="0" cellpadding="0" border="0">

<TR>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="39%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="11"></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="11" align="center" nowrap><B><FONT size="1">Pre-Reorganization</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="11" align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Eight Months</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Four Months</FONT></B></TD>
    <TD></TD>
    <TD colspan="7"></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Ended</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Ended</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Year Ended</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Year Ended</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">December 31,</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">April&nbsp;30,</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">December&nbsp;31,</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">December&nbsp;31,</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">2003</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">2003</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">2002</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">2001</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">$</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">$</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">$</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">$</FONT></B></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD colspan="3" align="left" valign="top">
    <B><FONT size="2">Net income (loss)&nbsp;under Canadian
    GAAP</FONT></B></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">4,959</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">45,517</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(570,501</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(498,485</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">[a]
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">Reversal of amortization of Intangible assets
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">139</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">[b]
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">Share of net income (net loss) in investees
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(500</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">4,772</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(22,079</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">[d]
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">Development costs
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">6,108</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(3,502</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">[e]
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">Stock compensation
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">478</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(478</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">[g]
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">Reorganization items
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">1,253,660</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">[d]
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">Amortization of net deferred gain on financial
    instruments
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(1,110</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">[d]
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">Amortization of other comprehensive income
    related to financial instruments
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">1,110</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">[i]
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">Changes in fair market value of a fair value hedge
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">1,367</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">[i]
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">Cumulative effect as of January&nbsp;1, 2001
    resulting from the adoption of SFAS 133
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(900</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">[h]
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">Effect of legislated tax rate changes on deferred
    tax liabilities
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">25,771</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">[a]
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">Impairment of intangible assets
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(25,771</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

</TABLE>
</CENTER>

<P align="center"><FONT size="2">33
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV align="center">
<B><FONT size="2">MICROCELL TELECOMMUNICATIONS INC.</FONT></B>
</DIV>

<P align="center">
<B><FONT size="2">NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS&nbsp;&#151; (Continued)</FONT></B>

<CENTER>
<TABLE width="100%" align="center" cellspacing="0" cellpadding="0" border="0">

<TR>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="39%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="11"></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="11" align="center" nowrap><B><FONT size="1">Pre-Reorganization</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="11" align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Eight Months</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Four Months</FONT></B></TD>
    <TD></TD>
    <TD colspan="7"></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Ended</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Ended</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Year Ended</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Year Ended</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">December 31,</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">April&nbsp;30,</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">December&nbsp;31,</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">December&nbsp;31,</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">2003</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">2003</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">2002</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">2001</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">$</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">$</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">$</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">$</FONT></B></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <B><FONT size="2">Net income (loss)&nbsp;under U.S.
    GAAP</FONT></B></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">4,959</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">1,298,677</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(584,914</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(498,167</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">[c]
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">Unrealized gain (loss)&nbsp;in value of
    marketable securities
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(145</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(177</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">322</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">[i]
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">Changes in fair market value of cash flow hedges
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">367</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(1,364</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">[d]
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">Reversal of cumulative income taxes related to
    changes in fair market value of cash flow hedges
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">1,036</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">[d]
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">Amortization of other comprehensive income
    related to financial instruments
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(1,110</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">[i]
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">Write off of other comprehensive income related
    to financial instruments
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(1,968</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">[i]
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">Cumulative effect as of January&nbsp;1, 2001,
    resulting from the adoption of SFAS 133
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">3,939</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <B><FONT size="2">Comprehensive income (loss)&nbsp;under U.S.
    GAAP</FONT></B></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">4,959</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">1,298,532</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(586,766</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(495,270</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <B><FONT size="2">Basic and diluted earnings (loss)&nbsp;per
    share under U.S. GAAP </FONT></B><FONT size="2">[dollars]
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(3.22</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">5.40</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(2.43</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(4.56</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
</TR>

</TABLE>
</CENTER>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">Reconciliation of Consolidated Cash Flow
    Captions</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">There are no significant differences between
Canadian GAAP and U.S. GAAP, which affect the captions of the
cash flow statements.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">Reconciliation of Consolidated Balance
    Sheet Captions</FONT></I></B></TD>
</TR>

</TABLE>

<CENTER>
<TABLE width="100%" align="center" cellspacing="0" cellpadding="0" border="0">

<TR>
    <TD width="7%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="11%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="11%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="11"></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="11" align="center" nowrap><B><FONT size="1">Pre-Reorganization</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="11" align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="11"></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">May&nbsp;1,</FONT></B></TD>
    <TD></TD>
    <TD colspan="11"></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="11" align="center" nowrap><B><FONT size="1">December&nbsp;31, 2003</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">2003</FONT></B></TD>
    <TD></TD>
    <TD colspan="11" align="center" nowrap><B><FONT size="1">December&nbsp;31, 2002</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="11" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="11" align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Canadian</FONT></B></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">U.S.</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">U.S.</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Canadian</FONT></B></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">U.S.</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">GAAP</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Adjustments</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">GAAP</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">GAAP</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">GAAP</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Adjustments</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">GAAP</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">$</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">$</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">$</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">$</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">$</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">$</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">$</FONT></B></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD colspan="5" align="left" valign="top">
    <B><FONT size="2">Debit (credit)</FONT></B></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">[c]
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="3" align="left" valign="bottom"><FONT size="2">Marketable securities</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">164</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">145</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">309</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">[a]
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="3" align="left" valign="bottom"><FONT size="2">Intangible assets</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">233,819</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">233,819</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">241,202</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">2,727</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(2,727</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">[b]
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="3" align="left" valign="bottom"><FONT size="2">Long-term investments and other non current assets</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">4,797</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">4,797</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">12,335</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">1,276</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">13,611</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">[f]
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="3" align="left" valign="bottom"><FONT size="2">Preferred shares</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(296,912</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(296,912</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(284,506</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">[f][k]
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="3" align="left" valign="bottom"><FONT size="2">Share capital</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(338,154</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">309,058</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(29,096</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(36,543</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(1,167,678</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(60,723</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(1,228,401</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">[f]
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">Deficit</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">12,146</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(12,146</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">2,466,674</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">62,174</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">2,528,848</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">[c]
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="3" align="left" valign="bottom"><FONT size="2">Accumulated other comprehensive income</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(145</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(145</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
</TR>

</TABLE>
</CENTER>

<P align="center"><FONT size="2">34
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV align="center">
<B><FONT size="2">MICROCELL TELECOMMUNICATIONS INC.</FONT></B>
</DIV>

<P align="center">
<B><FONT size="2">NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS&nbsp;&#151; (Continued)</FONT></B>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <I><FONT size="2">[a]&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Amortization
    and Impairment of Intangible Assets</FONT></I></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The PCS license, which included certain
development costs, and other costs associated with obtaining the
PCS license from Industry Canada were deferred under Canadian
GAAP. Under U.S.&nbsp;GAAP, such development costs are expensed
as incurred. This difference created a reversal of amortization
of intangible assets of $0.1&nbsp;million in 2001. During 2002,
the Company wrote down the value of the MCS Licenses to nil.
Prior to this write-down, the carrying values of these licenses
were $249.2&nbsp;million and $223.4&nbsp;million under
U.S.&nbsp;GAAP and Canadian GAAP respectively, representing a
difference of $25.8&nbsp;million.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <I><FONT size="2">[b]&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Investment
    in Entity Subject to Significant Influence</FONT></I></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Under Canadian GAAP, the investor should continue
to record its portion of investee losses unless the investor
would be unlikely to share in losses of the investee. Under
U.S.&nbsp;GAAP, in situations where an investor is not required
to advance additional funds to the investee and where previous
losses have reduced the common and the preferred stock
investment account to zero, the Company should continue to
report its share of equity method losses in its statement of
operations to the extent of and as an adjustment to the loans to
the investee.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">In addition, under Canadian GAAP, the share of
net income in an investee that is a private investment company
is calculated based on its realized gains or losses. Under
U.S.&nbsp;GAAP, the share of net income in such investees is
calculated based on both realized and unrealized gains or losses.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <I><FONT size="2">[c]&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Marketable
    Securities</FONT></I></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Under Canadian GAAP, the marketable securities
are recorded as explained in note&nbsp;2. Under U.S.&nbsp;GAAP,
the marketable securities are classified as available for sale,
and any changes to the market value, net of income taxes, are
recorded in other comprehensive income (loss). Fair value of
marketable securities was $0.3&nbsp;million as at
December&nbsp;31, 2002.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <I><FONT size="2">[d]&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Deferred
    Charges and Other Assets</FONT></I></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Under Canadian GAAP, certain development costs
are deferred and amortized. Under U.S.&nbsp;GAAP, such costs
would be expensed as incurred.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Under Canadian GAAP, a deferred gain or loss is
recorded upon either the de-designation of a derivative
financial instrument as a hedge or upon the early termination of
a derivative financial instrument qualifying as a hedge. This
deferred gain or loss represents the appreciation or
depreciation of the fair market value of the derivative
financial instrument from its inception until the date of the
de-designation or early termination. The deferred gain or loss
is then amortized over the remaining life of the originally
hedged item. Under US GAAP, the appreciation or depreciation of
the fair market value of the derivative financial instrument
from its inception until the date of its de-designation or early
termination is accumulated in other comprehensive income. The
accumulated balance is then amortized to net income
(loss)&nbsp;over the remaining life of the originally hedged
item.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <I><FONT size="2">[e]&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Stock
    Compensation</FONT></I></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Under Canadian GAAP, certain costs related to
bonuses in connection with stock compensation awards granted
at-the-money with a minimum guaranteed performance, are not
accounted for until the bonus is likely to be paid out and the
amount can be quantified. Under U.S. GAAP, such costs are
accounted for on a combined basis with the recognition of
compensation cost over the service period equal to the bonus
element. As at December&nbsp;31, 2002, all such stock
compensation awards granted in the past have been cancelled.
</FONT>

<P align="center"><FONT size="2">35
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV align="center">
<B><FONT size="2">MICROCELL TELECOMMUNICATIONS INC.</FONT></B>
</DIV>

<P align="center">
<B><FONT size="2">NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS&nbsp;&#151; (Continued)</FONT></B>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">Additional Disclosure Regarding Stock
    Options Plan:</FONT></I></B></TD>
</TR>

</TABLE>

<CENTER>
<TABLE width="100%" align="center" cellspacing="0" cellpadding="0" border="0">

<TR>
    <TD width="41%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="7%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="7%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="11"></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="11" align="center" nowrap><B><FONT size="1">Pre-reorganization</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="11" align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Eight Months</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Four Months</FONT></B></TD>
    <TD></TD>
    <TD colspan="7"></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Ended</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Ended</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Year Ended</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Year Ended</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">December&nbsp;31,</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">April&nbsp;30,</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">December&nbsp;31,</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">December&nbsp;31,</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">2003</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">2003</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">2002</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">2001</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">$</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">$</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">$</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">$</FONT></B></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Net income (loss)&nbsp;under U.S. GAAP as reported
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">4,959</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">1,298,677</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(584,914</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(498,167</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Accretion on redemption price of First and Second
    Preferred Shares
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(17,105</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Net loss applicable to Class&nbsp;A and
    Class&nbsp;B shares [for the eight months ended
    December&nbsp;31, 2003 only]
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(12,146</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">1,298,677</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(584,914</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(498,167</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Stock-based employee compensation costs that
    would have been included in the determination of net income if
    the fair value based method had been applied to all awards as
    reported <I>[note 9]</I>
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(1,327</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(1,577</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(2,228</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(6,155</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Pro forma net income (loss)&nbsp;under US GAAP as
    if the fair value based method had been applied to all awards
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(13,473</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">1,297,100</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(587,142</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(504,322</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Basic and diluted earnings (loss)&nbsp;per share
    under US GAAP as reported
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(3.22</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">5.40</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(2.43</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(4.56</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Pro forma basic and diluted earnings
    (loss)&nbsp;per share under US GAAP as if the fair value method
    had been applied to all awards
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(3.57</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">5.39</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(2.44</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(4.62</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
</TR>

</TABLE>
</CENTER>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <I><FONT size="2">[f]&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Classification
    of Financial Instrument as Debt or Equity</FONT></I></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The preferred shares contain conversion features
which result in the Company&#146;s obligation to redeem such
shares being conditional. Therefore, under US GAAP, these shares
are outside the scope of <BR>
 SFAS 150. In such a case, redeemable preferred shares subject
to mandatory redemption requirements that are outside the
control of the issuer are excluded from &#147;shareholders&#146;
equity (deficiency)&#148; and presented separately in the
issuer&#146;s balance sheet between liabilities and
shareholders&#146; equity (deficiency). The related accretions
are presented as a charge to retained earnings or, in the
absence of retained earnings, by charges against share capital.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <I><FONT size="2">[g]&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Reorganization
    Items</FONT></I></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Under U.S. GAAP, the forgiveness of debt and the
effects of the adjustments on the reported amounts of individual
assets and liabilities resulting from the adoption of fresh
start accounting should be reflected in the predecessor
entity&#146;s final statement of operations. Under Canadian
GAAP, such adjustments are reflected as capital transactions.
The reorganization items in the amount of $1.254&nbsp;billion
were comprised of $1.366&nbsp;billion of forgiveness of debt and
$112.5&nbsp;million of adjustments resulting from the
application of fresh-start accounting.
</FONT>

<P align="center"><FONT size="2">36
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV align="center">
<B><FONT size="2">MICROCELL TELECOMMUNICATIONS INC.</FONT></B>
</DIV>

<P align="center">
<B><FONT size="2">NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS&nbsp;&#151; (Continued)</FONT></B>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <I><FONT size="2">[h]&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Deferred Tax
    Liabilities</FONT></I></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Under Canadian GAAP, the impact of changes in
income tax rates on the measurement of deferred tax assets and
liabilities are recorded when the changes in tax rates have been
substantively enacted. Under U.S.&nbsp;GAAP, changes in income
tax rates are recorded when the change in tax rates has been
legislated. Under Canadian GAAP, the estimated deferred tax
liabilities related to the MCS Licenses acquired during 2001, in
the amount of $72.9&nbsp;million, resulting from the difference
between the carrying value and the tax basis of the asset
acquired, was capitalized to the MCS Licenses. This amount was
determined using substantially enacted tax rates at the date of
acquisition. Using legislated tax rates at the date of
acquisition, the tax liability and related increase in the
carrying value of the asset was $98.7&nbsp;million under
US&nbsp;GAAP. During 2001, the change in rates was legislated,
which resulted in a decrease in the deferred tax liability and a
credit to income of $25.8&nbsp;million under U.S.&nbsp;GAAP.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <I><FONT size="2">[i]&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Derivative
    Instruments</FONT></I></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The Financial Accounting Standards Board has
issued SFAS 133, <I>Accounting for Derivative Instruments and
Hedging Activities</I>, as amended by Statements 137 and 138.
The Company adopted <BR>
 SFAS 133 effective January&nbsp;1, 2001. The Statements require
the Company to recognize all derivatives on the balance sheet at
fair value. Derivatives that are not hedges must be adjusted to
fair value through income. If the derivative is a hedge,
depending on the nature of the hedge, changes in the effective
portion of the fair value of derivatives are either offset
against the change in fair value of assets, liabilities, or firm
commitments through earnings, or recognized in other
comprehensive income (loss)&nbsp;until the hedged item is
recognized in earnings. The ineffective portion of a
derivative&#146;s change in fair value is recognized in earnings.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The adoption of SFAS 133, as amended by
Statements 137 and 138, resulted in the cumulative effect as of
January&nbsp;1, 2001, of an accounting change of $0.9 million
being recognized as an expense in the statement of net loss and
as a credit of $3.9&nbsp;million in other comprehensive loss.
For 2001, the adoption of SFAS 133 resulted in $1.4&nbsp;million
being recognized as income in the statement of net loss and in a
charge of $1.4&nbsp;million in other comprehensive income. As of
December&nbsp;31, 2002, all such derivative instruments have
been terminated.
</FONT>

<P align="center"><FONT size="2">37
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV align="center">
<B><FONT size="2">MICROCELL TELECOMMUNICATIONS INC.</FONT></B>
</DIV>

<P align="center">
<B><FONT size="2">NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS&nbsp;&#151; (Continued)</FONT></B>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <I><FONT size="2">[j]&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Additional
    Disclosure under U.S. GAAP and SEC Requirements</FONT></I></TD>
</TR>

</TABLE>

<CENTER>
<TABLE width="100%" align="center" cellspacing="0" cellpadding="0" border="0">

<TR>
    <TD width="45%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="11"></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="11" align="center" nowrap><B><FONT size="1">Pre-reorganization</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="11" align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Eight Months</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Four Months</FONT></B></TD>
    <TD></TD>
    <TD colspan="7"></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Ended</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Ended</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Year Ended</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Year Ended</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">December&nbsp;31,</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">April&nbsp;30,</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">December&nbsp;31,</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">December&nbsp;31,</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">2003</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">2003</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">2002</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">2001</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">$</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">$</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">$</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">$</FONT></B></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <B><FONT size="2">Provision for restructuring charges</FONT></B></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Balance, beginning of period
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">162</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">1,036</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">2,314</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Addition: severance expenses
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">7,494</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">5,226</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Deduction: severance payments and adjustments
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(162</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(874</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(8,772</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(2,912</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Balance, end of period
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">162</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">1,036</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">2,314</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <B><FONT size="2">Allowance for doubtful accounts</FONT></B></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Balance, beginning of period
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">11,844</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">14,885</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">10,717</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">4,116</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Addition: bad debt expenses
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">2,853</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">4,153</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">32,306</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">16,148</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Deduction: uncollectible accounts written off,
    net of recoveries
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(8,070</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(7,194</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(28,138</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(9,547</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Balance, end of period
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">6,627</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">11,844</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">14,885</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">10,717</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

</TABLE>
</CENTER>

<P align="left">
<I><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;[k]&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Option
to Purchase Class&nbsp;A Non Voting Shares</FONT></I>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">In 1996, an amount of $60.7&nbsp;million was
expensed with a corresponding increase in share capital under
U.S.&nbsp;GAAP representing stock options recorded using
APB&nbsp;25.
</FONT>

<P align="left">
<B><FONT size="2">19.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Comparative
Figures</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Some of the comparative figures have been
reclassified to conform to the presentation adopted in the
current year.
</FONT>

<P align="left">
<B><FONT size="2">20.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Subsequent
Events</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">(1)&nbsp;On March&nbsp;17, 2004, the Company
obtained financing of an aggregate principal amount equivalent
to $450&nbsp;million for its wholly owned subsidiary, Solutions,
from a syndicate of lenders. The proceeds were used mainly to
refinance the Company&#146;s previous senior secured credit
facilities (see note&nbsp;8). The amended facilities consist of
a six-year $50&nbsp;million first lien revolving credit
facility, and of a seven-year first lien term loan and of a
seven-and-a-half-year second lien term loan, each in an
aggregate principal amount equivalent to $200&nbsp;million. The
revolving credit facility is denominated in Canadian dollars,
and both term loans are denominated in U.S. dollars. Pricing is
LIBOR plus 4% for the revolving credit facility and the first
lien term loan and LIBOR plus 7% for the second lien term loan.
The loan pricing for the second lien term loan includes a LIBOR
floor of 2%. The credit facilities are secured by a pledge on
substantially all of the Company&#146;s assets.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">(2)&nbsp;In March 2004, the Company has entered
into swap transactions to manage its exposure to foreign
exchange rate fluctuations on the new U.S.-dollar-denominated
first and second lien term loan described above. The Company
swapped the total principal of both term loans in the amount of
$400 million [US$299.9&nbsp;million] at a rate of 1.3340. The
Company also swapped the floating interest rate of Libor plus 4%
on the first lien term loan, payable in US&nbsp;dollars, to a
floating interest rate of Libor plus 5.085%, payable in Canadian
dollars. The Company also swapped the floating interest rate of
Libor plus 7% on the second lien term loan, payable in
US&nbsp;dollars, to a floating interest rate of Libor plus
8.485%,
</FONT>

<P align="center"><FONT size="2">38
</FONT>

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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV align="center">
<B><FONT size="2">MICROCELL TELECOMMUNICATIONS INC.</FONT></B>
</DIV>

<P align="center">
<B><FONT size="2">NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS&nbsp;&#151; (Continued)</FONT></B>

<P align="left">
<FONT size="2">payable in Canadian dollars. The maturity of the
swap transactions corresponds to the maturity of both term
loans. These swap transactions are presented at their fair value
as derivative instruments on the balance sheet and changes in
fair value are recognized in income as foreign exchange gains or
losses.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The Company&#146;s swap agreements include a
recouponing provision which allowed both parties to enter into
an amendment of the economic variables when the fair market
value of the swaps exceed a threshold of $16&nbsp;million, in
such manner that the market value is reduced to an amount no
greater than $16 million. As of September&nbsp;30, 2004, an
amendment occurred between the parties to revise the limit of
$16&nbsp;million to $24.8&nbsp;million. Consequently, the
economic variables were amended to reduce the market value of
the swaps from $34.4 million payable by the Company to
$24.7&nbsp;million, generating a payment by the Company to the
counterparties of $9.7&nbsp;million on October&nbsp;3, 2004.
Under this amendment, the floating interest rates of the
Company&#146;s swap agreements relating to its Term Loan A and
Term Loan B were reduced to LIBOR plus 4.616% and LIBOR plus
8.006% respectively.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">(3)&nbsp;Pursuant to a final prospectus dated
March&nbsp;24, 2004, the Company distributed to the holders of
its class A restricted voting shares, class B non-voting shares,
First Preferred Voting Shares, First Preferred Non-Voting
Shares, Second Preferred Voting Shares and Second Preferred
Non-Voting Shares, rights to subscribe for an aggregate of
4,519,636 class B non-voting shares. Each five rights entitled
the holder thereof to purchase one class B non-voting share at a
subscription price of $22 per share. In connection with the
rights offering, the Company entered into a standby purchase
agreement with COM Canada, LLC [&#147;COM&#148;] pursuant to
which it has agreed to purchase, at the rights subscription
price, all class B non-voting shares not otherwise purchased
pursuant to the rights offering. In addition, to the extent COM
purchased less than $50&nbsp;million of such shares, it
committed to purchase, at the subscription price, additional
class B non-voting shares having an aggregate subscription price
equal to the deficiency.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The closing of the rights offering occurred on
April&nbsp;30, 2004. The rights offering resulted in the
issuance by Microcell of 4,519,636 class B non-voting shares.
COM purchased concurrently, at a price of $22.00 per share,
2,272,727 class B non-voting shares. Furthermore, the Company
granted COM, 3,977,272 warrants to acquire, at a price of $22.00
per share, additional class B non-voting shares for exercise at
a later date. The net proceeds from the rights offering and
private placement to COM amounted to approximately $147 million
[net of approximately $2&nbsp;million of issuance fees] and have
been used by Microcell to redeem 75,233 outstanding preferred
shares, at a price of $16.39 per share, for a total of
$1.2&nbsp;million. The remaining balance of $145.8 million will
be used to fund capital expenditures and for general corporate
purposes.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">As a result, the Company&#146;s share capital as
at May&nbsp;3, 2004, was composed of the following: 235,961
class A restricted voting shares; 29,079,353 class B non-voting
shares; 3,998,302 Warrants 2005; 6,663,943 Warrants 2008; and,
3,977,272 new warrants issued to COM. In accordance with the
warrant indentures governing the Warrants 2005 and the Warrants
2008, the number of shares issuable upon the exercise of the
Warrants 2005 and the Warrants 2008 has been adjusted from 1.0
to 1.02 Class&nbsp;A Share or Class&nbsp;B Shares, as the case
may be, for each warrant. This adjustment was made as a result
of the Company&#146;s rights offering.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">(4)&nbsp;On March&nbsp;19, 2004, the Company
received a comment letter from the SEC in connection with its
review of the Company&#146;s registration statement filed on
March&nbsp;3, 2004 for the registration of its Class&nbsp;A
Shares and Class&nbsp;B Shares issuable upon exercise of the
Warrants 2005 and the Warrants 2008. The Company responded to
the SEC&#146;s March letter and filed an amended registration
statement on June&nbsp;29, 2004. The Company received a letter
to its response on August&nbsp;9, 2004. The Company responded to
the SEC&#146;s August letter and filed an amended registration
statement on October&nbsp;22, 2004. The Company received a
letter to its response on November&nbsp;5, 2004. The SEC staff,
among other things, has questioned whether the Company&#146;s
Fido brand name has an indefinite useful life and consequently
whether it should be subject to periodic amortization. The
Company believes that such brand name should be
</FONT>

<P align="center"><FONT size="2">39
</FONT>

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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV align="center">
<B><FONT size="2">MICROCELL TELECOMMUNICATIONS INC.</FONT></B>
</DIV>

<P align="center">
<B><FONT size="2">NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS&nbsp;&#151; (Continued)</FONT></B>

<P align="left">
<FONT size="2">considered to have an indefinite life. However,
were periodic amortization to be applied, assuming
hypothetically a useful life of ten years, this would reduce net
income by $1.9 million, increase loss per share by $0.50 but
have no effect on cash flows for the eight months ended
December&nbsp;31, 2003, and shareholders&#146; equity would
decrease by $1.9&nbsp;million as of December&nbsp;31, 2003. The
hypothetical amortization period of ten years is presented for
illustrative purposes only.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The SEC staff, amongst other things, has also
asked the Company for additional information regarding certain
of the Company&#146;s accounting policies regarding revenue
recognition and measurement and related costs, including the
recognition of both revenues and related costs associated with
the sale of handsets and prepaid airtime vouchers to the
Company&#146;s third party retailers. As described in
note&nbsp;2, sales of products such as handsets and their
related costs are recognized when goods are delivered, wireless
service is activated and collection is reasonably assured. For
prepaid airtime vouchers, the revenue is measured at the amount
paid by the subscribers and is recorded when services are
provided to the subscriber and related commissions paid to third
party dealers are classified within cost of product. The Company
believes these accounting policies are appropriate based on
risks assumed by the Company until the handset is activated or
prepaid airtime vouchers are sold and used by the Company&#146;s
ultimate customers. Alternatively, other parties, including the
SEC, could assess that the sale of handset and associated costs
be recognized upon the delivery of the handset to third party
retailers or to be deferred and amortized over the expected life
of the customer. For the prepaid airtime vouchers,
alternatively, other parties, including the SEC, could assess
that the commissions to the third party dealers be considered as
a discount and be classified as a reduction of service revenues.
As at December&nbsp;31, 2003, the balance sheet includes
deferred revenues and deferred costs of $2.6&nbsp;million and
$8.7&nbsp;million respectively in connection with handsets at
the dealers location not yet activated by the ultimate
customers. Commissions paid to third party retailers for the
prepaid airtime vouchers totaled $8.3&nbsp;million,
$4.7&nbsp;million, $12.8&nbsp;million and $14.9&nbsp;million for
the eight-month period ended December&nbsp;31, 2003, the
four-month period ended April&nbsp;30, 2003 and the years ended
December 31, 2002 and 2001 respectively.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">During the first quarter of 2004, the Company
introduced a new retention program, the &#147;Fido
Rewards,&#148; which allows its postpaid customers to accumulate
&#147;FidoDollars&#148; based on their spending. Each FidoDollar
allows its holder to obtain a discount of $1 on the suggested
retail price of a future purchase of a handset. Since this
handset will generate future service revenues after its
acquisition, the Company will account for the cost of this
reward program, consisting primarily of the subsidy on the
handset, when such FidoDollars are redeemed. At that date, the
Company will recognize as equipment revenue the amount received
from its customers, net of applicable FidoDollars, as well as
the cost of the related handset. The Company accrues for its
estimated obligation as awards are earned by its customers which
are registered with the program. The SEC staff has also asked
for additional information regarding this new program. The
Company believes that the accounting treatment for this program
is appropriate since the FidoDollars can be used only to acquire
handsets that will allow the Company to continue to generate
service revenues following the exercise of such rewards.
Alternatively, other parties, including the SEC, could assess
that such rewards be accounted for in reduction of service
revenues and that the total amount of fidodollars be recognized
when such fidodollars are earned by the customer instead of when
such FidoDollars are used.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Following its acquisition by Rogers Wireless
Inc,, the Company decided not to register the warrants with the
SEC, therefore, the Company intends to withdraw its F-1 filing.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">(5)&nbsp;On April&nbsp;21, 2004, UBS Wireless
Services, Inc., an Ontario corporation that manufactures and
operates wireless products and services, filed a lawsuit against
Microcell, Solutions, Inukshuk and Allstream in the Ontario
Superior Court of Justice. In its statement of claim, UBS
claims, among other things, for damages in the amount of
$160&nbsp;million from each of Microcell, Solutions and Inukshuk
for breach of contract, breach of confidence and breach of
fiduciary duty and punitive damages. UBS also claims from
Inukshuk, as an alternative to the damages claims, an order for
specific performance of a
</FONT>

<P align="center"><FONT size="2">40
</FONT>

<!-- PAGEBREAK -->
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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV align="center">
<B><FONT size="2">MICROCELL TELECOMMUNICATIONS INC.</FONT></B>
</DIV>

<P align="center">
<B><FONT size="2">NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS&nbsp;&#151; (Continued)</FONT></B>

<P align="left">
<FONT size="2">conditional agreement between Inukshuk and UBS
with respect to the use of 38 MHz of Inukshuk&#146;s spectrum by
UBS. UBS also claims certain other equitable relief, including
disgorgement of profits that UBS alleges would otherwise
unjustly enrich Inukshuk, Solutions and Microcell. The action is
at a very early stage with no statement of defence yet
delivered. Based on information currently available, management
considers that the companies have substantive defences to the
action brought by UBS and intend to vigorously defend the action.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">(6)&nbsp;On August&nbsp;9, 2004, a proceeding
under the Class&nbsp;Actions Act (Saskatchewan) has been brought
against Microcell and other providers of wireless
telecommunications services in Canada. The proceeding involves
allegations of deceit, misrepresentation and false advertising
by wireless telecommunications service providers with respect to
the monthly system access fees being charged to customers. The
plaintiffs seek unquantified damages from the defendant wireless
telecommunications service providers, plus costs and
pre-judgment and post-judgment interest. Microcell believes it
has good defences to the allegations made by the plaintiffs.
Further, the proceeding has not been certified as a class action
and it is too early to determine whether the proceeding will
qualify for certification as a class action.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">(7)&nbsp;On September&nbsp;19, 2004, the special
committee of Microcell&#146;s board of directors met to review
the terms of the offers submitted by Rogers Wireless Inc.
(&#147;Rogers&#148;) to purchase all Microcell&#146;s
Class&nbsp;A Shares for $35.00 per share, Class&nbsp;B Shares
for $35.00 per share, Warrants 2005 for $15.79 per warrant and
Warrants 2008 for $15.01 per warrant, and the terms of a
proposed support agreement. Following Microcell&#146;s special
committee&#146;s review of the relevant considerations and based
upon the advice received from its legal and financial advisors
and the opinions of its financial advisors to its board of
directors to the effect that, as at such date and subject to the
matters stated in such opinions, the consideration to be
received by holders of shares under the share offers was fair,
from a financial point of view, to such holders,
Microcell&#146;s special committee unanimously concluded that
the share offers were fair to the holders of shares and in the
best interests of Microcell and determined to unanimously
recommend that Microcell&#146;s board of directors recommend
that holders of shares accept the share offers.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">On September&nbsp;19, 2004, Microcell&#146;s
board of directors met immediately following the meeting of its
special committee and confirmed and ratified the special
committee&#146;s recommendation. At such meeting,
Microcell&#146;s board of directors approved the entering into
of a support agreement in connection therewith. Microcell
entered into a support agreement late on September&nbsp;19, 2004
in respect of the Rogers offers. In accordance with the support
agreement, Microcell&#146;s board of directors also resolved on
such date to waive the application of certain provisions of the
shareholder rights plan to allow Rogers to proceed with the
Rogers offers without any dilutive effects.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">On September&nbsp;20, 2004, Microcell and Rogers
jointly announced the execution of the support agreement with
respect to the Rogers offers and on November&nbsp;8, 2004,
Rogers announced that the terms and conditions of its offers for
the securities of Microcell have been satisfied with the
necessary number of securities having been successfully tendered
and regulatory approvals secured to complete the acquisition. As
a result of the successful tender offers, Rogers has taken up
and accepted for payment approximately 181,721&nbsp;Class&nbsp;A
Shares, 28,389,649 Class&nbsp;B Shares, 3,296,652 Warrants 2005
and 5,405,387 Warrants 2008, being all of the securities of
Microcell validly tendered to the offers and not withdrawn prior
to the 5:00 p.m. November&nbsp;5, 2004 expiry time. The tendered
securities represent approximately 96% of the outstanding
Class&nbsp;A Shares, 92% of the outstanding Class&nbsp;B Shares,
82% of the outstanding Warrants 2005 and 81% of the outstanding
Warrants 2008.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The change in control described in note 7
constitutes an event of default under the Company&#146;s credit
agreements. On November&nbsp;4, 2004, the administrative agent,
on behalf of the Company&#146;s secured lenders, has waived the
event of default arising from the change in control until the
earlier of (1)&nbsp;90&nbsp;days after the completion of the
acquisition of Microcell by Rogers, and (2)&nbsp;March 1, 2005.
However, the Company gave notice of prepayment of its
outstanding debt and related derivative financial instrument
positions and
</FONT>

<P align="center"><FONT size="2">41
</FONT>

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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV align="center">
<B><FONT size="2">MICROCELL TELECOMMUNICATIONS INC.</FONT></B>
</DIV>

<P align="center">
<B><FONT size="2">NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS&nbsp;&#151; (Continued)</FONT></B>

<P align="left">
<FONT size="2">such prepayment occurred on November&nbsp;16,
2004. On this date the Company repaid its long-term debt in the
amount of $362.1&nbsp;million and the derivative instruments
were terminated generating a payment of $64.6&nbsp;million to
the counterparty. These payments were financed with cash on hand
and an advance of $220&nbsp;million from Rogers. A call premium
fee, in the amount of approximately $5.4&nbsp;million was also
paid by the Company with respect to the prepayment of its Term
loan B debt. Finally, deferred financing costs in the amount of
approximately $11.9 million were written off by the Company.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">As a result of this acquisition by Rogers, all
the members of Microcell&#146;s board of directors and certain
senior officers of Microcell, including the President and Chief
Executive Officer [the &#147;CEO&#148;] and the Chief Financial
Officer [the &#147;CFO&#148;], have resigned on November&nbsp;9,
2004. On the same day, Microcell announced the composition of
its new board of directors and the nomination of the new CEO and
the new CFO of Microcell.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">In conjunction with its strategic review process,
Microcell has incurred both financial and legal fees. The
Company has engaged two financial advisors to determine the best
way to maximize value for all security holders. Based on Rogers
offers, the final financial advisor fees amounted approximately
to $13.7&nbsp;million of which $2.1&nbsp;million have already
been paid. Furthermore, approximately $12.8&nbsp;million of
legal and other general expenses related to this process were
incurred. Finally, the consequential impact of the offers on
Microcell&#146;s share price led to an accelerated vesting of
shares under the Company&#146;s stock option plan, resulting in
an acceleration of a compensation expense of $7.8&nbsp;million
that the Company would have otherwise recognized over the
remaining initial vesting period. On November&nbsp;9, 2004, all
of the 1,319,306 outstanding stock options were exercised.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">On November&nbsp;19, 2004, as provided for in the
agreement governing the venture described in note 1, the Company
gave notice of its intent to purchase the share of the venture
currently owned by one of the other two partners in the venture.
Should the third partner make the same offer to the selling
partner, the Company would acquire 50% of the selling
partner&#146;s share for which the Company estimates the cost to
be between approximately $4&nbsp;million to $5 million.
Following the upcoming change in the ownership of the venture
and the anticipated beginning of Phase 2 for the deployment of a
MCS network in Canada, the Company will reassess the accounting
of its investment in the venture. Up to September&nbsp;30, 2004,
this investment was accounted for using the equity method.
</FONT>

<P align="center"><FONT size="2">42
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<P align="center">
<B><FONT size="2">MICROCELL TELECOMMUNICATIONS INC.</FONT></B>

<P align="center">
<B><FONT size="2">INTERIM CONSOLIDATED BALANCE SHEETS</FONT></B>

<DIV align="center">
<B><FONT size="2">[Unaudited]</FONT></B>
</DIV>

<CENTER>
<TABLE width="90%" align="center" cellspacing="0" cellpadding="0" border="0">

<TR>
    <TD width="64%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="8%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="7%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="7%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="7"></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="7" align="center" nowrap><B><FONT size="1">As at</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="7" align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">September&nbsp;30,</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">December&nbsp;31,</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">2004</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">2003</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">$</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">$</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><FONT size="1">[Note&nbsp;1]</FONT></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="7"></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="7" align="center" nowrap><B><FONT size="1">(In thousands of</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="7" align="center" nowrap><B><FONT size="1">Canadian dollars)</FONT></B></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD colspan="9" align="center" valign="top">
    <B><FONT size="2">ASSETS </FONT></B><I><FONT size="2">[note
    5]</FONT></I></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <B><FONT size="2">Current assets</FONT></B></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Cash and cash equivalents
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">110,977</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">43,094</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Short-term investments
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">22,804</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">60,927</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Receivables
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">91,430</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">76,796</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Inventories
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">51,038</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">27,593</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Prepaid license fees, rental sites and other
    prepaid expenses
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">31,998</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">26,850</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Deferred charges
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">21,280</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">10,601</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Other current assets
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">4,679</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">6,188</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <B><FONT size="2">Total current assets</FONT></B></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">334,206</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">252,049</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Property, plant and equipment
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">462,161</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">318,041</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Intangible assets
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">226,885</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">233,819</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Deferred charges and other non-current assets
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">33,147</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">653</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Long-term investments
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">4,146</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">4,144</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">1,060,545</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">808,706</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR>
    <TD colspan="9" align="center" valign="top">
    <B><FONT size="2">LIABILITIES AND SHAREHOLDERS&#146;
    EQUITY</FONT></B></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <B><FONT size="2">Current liabilities</FONT></B></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Accounts payable and accrued liabilities
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">127,982</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">91,634</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Deferred revenues
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">47,450</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">42,328</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Derivative instruments <I>[note 5]</I>
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">9,677</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">6,348</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Current portion of long-term debt <I>[note 5]</I>
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">12,000</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">9,298</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <B><FONT size="2">Total current liabilities</FONT></B></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">197,109</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">149,608</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Long-term debt <I>[note 5]</I>
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">360,616</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">315,164</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Derivative instruments <I>[note 5]</I>
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">24,740</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">582,465</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">464,772</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <B><FONT size="2">Shareholders&#146; equity</FONT></B></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Share capital <I>[note 6]</I>
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">486,245</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">338,154</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Warrants <I>[note 6]</I>
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">29,202</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">17,926</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Contributed surplus <I>[note 2]</I>
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">4,288</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Deficit
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(41,655</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(12,146</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">478,080</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">343,934</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">1,060,545</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">808,706</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Contingencies <I>[note 8]</I>
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Commitment <I>[note&nbsp;1]</I>
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

</TABLE>
</CENTER>

<P align="center">
<FONT size="2">See accompanying notes.
</FONT>

<P align="center"><FONT size="2">43
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<P align="center">
<B><FONT size="2">MICROCELL TELECOMMUNICATIONS INC.</FONT></B>

<P align="center">
<B><FONT size="2">INTERIM CONSOLIDATED STATEMENTS OF</FONT></B>

<DIV align="center">
<B><FONT size="2">NET INCOME (LOSS)&nbsp;AND RETAINED EARNINGS
(DEFICIT)</FONT></B>
</DIV>

<DIV align="center">
<B><FONT size="2">[Unaudited]</FONT></B>
</DIV>

<CENTER>
<TABLE width="100%" align="center" cellspacing="0" cellpadding="0" border="0">

<TR>
    <TD width="43%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="8%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="7%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="7%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="7%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="8%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="8%"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Nine Months</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Five Months</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Four Months</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Ended</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Ended</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Ended</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">September&nbsp;30,&nbsp;2004</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">September&nbsp;30, 2003</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">April&nbsp;30, 2003</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">$</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">$</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">$</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">[Pre-reorganization]</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="11"></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="11" align="center" nowrap><B><FONT size="1">[In thousands of Canadian dollars,</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="11" align="center" nowrap><B><FONT size="1">except for per share data]</FONT></B></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <B><FONT size="2">Revenues</FONT></B></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Services
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">445,935</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">222,866</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">170,196</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Products
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">36,168</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">18,793</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">7,498</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">482,103</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">241,659</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">177,694</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <B><FONT size="2">Costs and expenses</FONT></B></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Cost of services
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">153,332</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">75,073</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">59,079</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Cost of products
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">83,041</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">44,346</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">23,416</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Selling and marketing
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">87,822</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">38,600</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">24,585</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">General and administrative
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">67,522</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">33,950</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">32,058</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Special charges <I>[notes 2 and 7]</I>
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">9,668</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Depreciation and amortization
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">61,072</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">28,780</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">59,388</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">462,457</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">220,749</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">198,526</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Operating income (loss)
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">19,646</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">20,910</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(20,832</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Interest income
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">1,486</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">1,670</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">1,888</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Interest expense
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(23,782</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(9,702</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(70,608</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Foreign exchange gain (loss)
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(15,757</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">12,196</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">136,553</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Gain on investments, marketable securities and
    other assets
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">57</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">73</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">312</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Share of net loss in investees
    <I>[note&nbsp;1]</I>
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(1,690</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Income (loss)&nbsp;before income taxes
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(20,040</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">25,147</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">47,313</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Income tax expense
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(2,958</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(8,940</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(1,796</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <B><FONT size="2">Net income (loss)</FONT></B></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(22,998</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">16,207</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">45,517</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Accretion on redemption price&nbsp;&#151;
    preferred shares <I>[note 6]</I>
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(5,184</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(10,590</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <B><FONT size="2">Net income (loss)&nbsp;applicable to
    Class&nbsp;A and Class&nbsp;B&nbsp;shares
    </FONT></B><FONT size="2">[for the post-reorganization periods
    only]
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(28,182</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">5,617</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">45,517</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Deficit, beginning of period, as previously
    reported
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(12,146</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(2,466,674</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Cumulative effect of a change in an accounting
    policy <I>[note 2]</I>
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(1,327</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <B><FONT size="2">Retained earnings (deficit), end of
    period</FONT></B></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(41,655</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">5,617</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(2,421,157</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <B><FONT size="2">Basic earnings (loss)&nbsp;per share
    </FONT></B><I><FONT size="2">[note 4]</FONT></I></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(1.44</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">1.51</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">0.19</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <B><FONT size="2">Diluted earnings (loss)&nbsp;per share
    </FONT></B><I><FONT size="2">[note 4]</FONT></I></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(1.44</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">0.71</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">0.19</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

</TABLE>
</CENTER>

<P align="center">
<FONT size="2">See accompanying notes.
</FONT>

<P align="center"><FONT size="2">44
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<P align="center">
<B><FONT size="2">MICROCELL TELECOMMUNICATIONS INC.</FONT></B>

<P align="center">
<B><FONT size="2">INTERIM CONSOLIDATED STATEMENTS OF CASH
FLOWS</FONT></B>

<DIV align="center">
<B><FONT size="2">[Unaudited]</FONT></B>
</DIV>

<CENTER>
<TABLE width="100%" align="center" cellspacing="0" cellpadding="0" border="0">

<TR>
    <TD width="43%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="7%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="7%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="7%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="7%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="9%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="8%"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Nine Months</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Five Months</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Four Months</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Ended</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Ended</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Ended</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">September&nbsp;30, 2004</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">September&nbsp;30, 2003</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">April&nbsp;30, 2003</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">$</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">$</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">$</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">[Pre-reorganization]</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="11"></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="11" align="center" nowrap><B><FONT size="1">(In thousands of Canadian dollars)</FONT></B></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <B><FONT size="2">OPERATING ACTIVITIES</FONT></B></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Net income (loss)
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(22,998</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">16,207</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">45,517</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Adjustments to reconcile net income
    (loss)&nbsp;to cash provided by operating activities
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Depreciation and amortization
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">61,072</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">28,780</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">59,388</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Deferred charges
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(20,764</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Accreted interest on long-term debt
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">693</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">1,667</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">13,425</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Stock option expense
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">5,652</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Foreign exchange loss (gain)
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">16,066</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(12,243</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(130,166</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Gain on investments, marketable securities and
    other assets
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(312</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Share of net loss in investees
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">1,690</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">41,411</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">34,411</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(12,148</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Changes in operating assets and liabilities
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(11,490</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">26,383</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">26,665</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <B><FONT size="2">Cash provided by (used in) operating
    activities</FONT></B></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">29,921</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">60,794</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">14,517</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <B><FONT size="2">INVESTING ACTIVITIES</FONT></B></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Decrease (increase)&nbsp;in short-term
    investments and marketable securities
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">38,123</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">9,912</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">73,680</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Additions to property, plant and equipment
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(198,159</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(30,648</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(5,500</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Proceeds from sale of long-term investments
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(2</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">2,089</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <B><FONT size="2">Cash provided by (used in) investing
    activities</FONT></B></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(160,038</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(20,736</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">70,269</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <B><FONT size="2">FINANCING ACTIVITIES</FONT></B></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Issuance of share capital and warrants
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">154,161</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Share issuance costs
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(1,436</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Redemption of preferred shares
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(1,233</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Increase in long-term debt
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">400,000</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Repayment of long-term debt
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(336,285</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(4,786</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Termination of derivative instruments
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(4,250</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Deferred financing costs
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(12,957</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <B><FONT size="2">Cash provided by (used in) financing
    activities</FONT></B></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">198,000</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(4,786</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Increase (decrease)&nbsp;in cash and cash
    equivalents for the period
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">67,883</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">35,272</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">84,786</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Cash and cash equivalents, beginning of period
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">43,094</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">111,765</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">26,979</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <B><FONT size="2">Cash and cash equivalents, end of
    period</FONT></B></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">110,977</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">147,037</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">111,765</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Additional Information
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Interest paid
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">22,802</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">8,035</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">13</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Income taxes paid
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">1,085</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">684</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">639</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

</TABLE>
</CENTER>

<P align="center">
<FONT size="2">See accompanying notes.
</FONT>

<P align="center">
<FONT size="2">[All tabular amounts are in thousands of Canadian
dollars unless otherwise indicated.]
</FONT>

<P align="center"><FONT size="2">45
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<P align="center">
<B><FONT size="2">MICROCELL TELECOMMUNICATIONS INC.</FONT></B>

<P align="center">
<B><FONT size="2">NOTES TO INTERIM CONSOLIDATED FINANCIAL
STATEMENTS [UNAUDITED]</FONT></B>

<DIV align="center">
<B><FONT size="2">September&nbsp;30, 2004</FONT></B>
</DIV>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="4%"></TD>
    <TD width="96%"></TD>
</TR>

<TR valign="top">
    <TD><B><FONT size="2">1.</FONT></B></TD>
    <TD>
    <B><FONT size="2">Description of Business, Financial
    Reorganization and Basis of Presentation</FONT></B></TD>
</TR>

</TABLE>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">Description of Business</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Microcell Telecommunications Inc.
[&#147;Microcell&#148;] is incorporated under the <I>Canada
Business Corporations Act </I>[&#147;CBCA&#148;] and is a
provider of wireless telecommunications services in Canada. As
at September&nbsp;30, 2004, Microcell conducted its wireless
communications business through two wholly-owned subsidiaries
[Microcell, collectively with its subsidiaries, the
&#147;Company&#148;], which were: Microcell Solutions Inc.
[&#147;Solutions&#148;] and Inukshuk Internet Inc.
[&#147;Inukshuk&#148;].
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Solutions operates a Global System for Mobile
Communication [&#147;GSM&#148;]&nbsp;network across Canada and
markets Personal Communications Services [&#147;PCS&#148;] and
General Packet Radio Service [&#147;GPRS&#148;] under the Fido
brand name pursuant to a 30MHz PCS license [the &#147;PCS
License&#148;] issued by the Minister of Industry (Canada)
[&#147;Industry Canada&#148;]. The Company also provides
wireless high-speed Internet access in selected locations under
the brand name iFido<SUP>TM.</SUP>
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Inukshuk was awarded Multipoint Communication
Systems [&#147;MCS&#148;] licenses [the &#147;MCS
Licenses&#148;] to deploy a high-speed Internet Protocol-based
data network using MCS technology in Canada. Inukshuk entered
into a venture with two partners to build an MCS network in
order to offer high-speed Internet, IP-based voice and local
networking services to selected markets across Canada.
Inukshuk&#146;s commitments to the venture are to transfer its
MCS Licenses to the venture, to permit the utilization of its
MCS Licenses by the venture pending Industry Canada&#146;s
approval of the transfer and to make cash contributions of up to
$6.0&nbsp;million. Up to September&nbsp;30, 2004, this venture
was accounted for using the equity accounting method.
Accordingly, amounts of $0.8&nbsp;million and $1.7&nbsp;million
have been recognized during the three- and nine-month periods
ended September&nbsp;30, 2004, respectively, as the
Company&#146;s share of loss in this venture. On
November&nbsp;19, 2004, as provided for in the venture
agreement, the Company gave notice of its intent to purchase the
share of the venture currently owned by one of the other two
partners in the venture. Should the third partner make the same
offer to the selling partner, the Company would acquire 50% of
the selling partner&#146;s share for which the Company estimates
the cost to be between approximately $4&nbsp;million to
$5&nbsp;million. Following the upcoming change in the ownership
of the venture and the anticipated beginning of Phase 2 for the
deployment of a MCS network in Canada, the Company will reassess
the accounting of its investment in the venture.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The Company continues to experience
growth-related capital requirements arising from the need to
fund network capacity improvements, ongoing maintenance and the
cost of acquiring new PCS customers. In addition, in the event
that our actual results vary from our projections or if the
assumptions underlying our projections were to change, we may
need additional funds. Sources of funding for our further
financing requirements may include additional bank financing,
vendor financing, public offerings or private placements of
equity or debt securities, capital contributions from
shareholders and disposition of assets. There can be no
assurance that additional financing will be available to us or,
if available, that we will be able to obtain it on a timely
basis and on terms acceptable to us and within the limitations
contained in our credit facilities. Microcell&#146;s ability to
generate positive net income and cash flows in the future is
dependent upon various factors, including the level of market
acceptance of its services, the degree of competition
encountered by the Company, the cost of acquiring new customers,
the cost to maintain and retain existing customers, technology
risks, general economic conditions and regulatory requirements.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">Financial Reorganization</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">On May&nbsp;1, 2003, the predecessor company of
Microcell [&#147;Old Microcell&#148;] and certain subsidiaries
of Old Microcell emerged from a restructuring plan under the
<I>Companies&#146; Creditors Arrangement Act</I>
</FONT>

<P align="center"><FONT size="2">46
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV align="center">
<B><FONT size="2">MICROCELL TELECOMMUNICATIONS INC.</FONT></B>
</DIV>

<P align="center">
<B><FONT size="2">NOTES TO INTERIM CONSOLIDATED FINANCIAL
STATEMENTS&nbsp;[UNAUDITED]&nbsp;&#151; (Continued)</FONT></B>

<P align="left">
<FONT size="2">[&#147;CCAA&#148;] and the CBCA. As a result, at
that date, the Company has accounted for its financial
reorganization by using the principles of fresh start
accounting. Accordingly, all assets and liabilities were
comprehensively revalued at estimated fair values and
Microcell&#146;s deficit of $2.4&nbsp;billion was eliminated and
long-term debt obligations decreased by approximately
$1.6&nbsp;billion. Microcell determined that its enterprise
value was $689&nbsp;million, of which $350&nbsp;million was
allocated to the long-term debt and $339&nbsp;million to the
equity. This enterprise value was determined based on several
traditional valuation methodologies, utilizing projections
developed by management, including discounted cash flow analysis
and comparable company trading analysis.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">A comprehensive revaluation of the assets and
liabilities of the Company has been done based on this
enterprise value. This resulted in a reduction of the current
assets of $36.8&nbsp;million [mainly consisting of the deferred
charges incurred during the recapitalization process], the
property, plant and equipment of $289.7&nbsp;million, the
long-term investments of $3.7&nbsp;million and the accrued
liabilities of $131.5&nbsp;million. The Company also assigned a
value, calculated at management&#146;s best estimate of fair
value, to the Company&#146;s intangible assets, which are the
PCS License at $188&nbsp;million, determined using the
replacement cost based on comparable transactions, the Fido
brand name at $28.5&nbsp;million, determined using the
replacement cost method, and the customer list at
$24.7&nbsp;million, determined using the discounted future cash
flow method.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">Basis of Presentation</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The accompanying unaudited interim consolidated
financial statements of Microcell have been prepared in
accordance with accounting principles generally accepted in
Canada [&#147;Canadian GAAP&#148;] for interim financial
information. Accordingly, they do not include all of the
information and footnotes required by Canadian GAAP for annual
financial statements. In the opinion of management, all
adjustments [consisting of normal recurring accruals] considered
necessary for a fair presentation have been included. The
consolidated balance sheet as of December&nbsp;31, 2003 in these
unaudited interim consolidated financial statements has been
derived from the audited consolidated financial statements at
that date, but does not include all of the information and
footnotes required by Canadian GAAP for annual financial
statements.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Operating results for interim periods are not
necessarily indicative of the results that may be expected for
the full year. Specifically, during the fourth quarter, the
Company&#146;s operations are subject to certain seasonal
factors associated with subscriber acquisition during the
holiday period, which historically is the largest acquisition
period of the year for the wireless industry. As a result,
operating and net income during this period will be affected by
the cost of acquiring a proportionately higher number of
subscribers compared with each of the other three quarters of
the year.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">These unaudited interim consolidated financial
statements should be read in conjunction with Microcell&#146;s
audited consolidated financial statements and footnotes for the
year ended December&nbsp;31, 2003. The accounting policies and
methods followed in the preparation of these unaudited interim
consolidated financial statements are the same as those used in
the audited financial statements for the year ended
December&nbsp;31, 2003, except for the change related to
stock-based compensation and asset retirement obligations as
described in note&nbsp;2. The Company also introduced new
customer retention programs during the period as described in
note&nbsp;3.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Comparative financial information for the
four-month period ended April&nbsp;30, 2003 has been presented
pursuant to regulatory requirements. In reviewing this
comparative financial information, readers are reminded that it
does not reflect the effects of the financial reorganization and
the application of fresh start accounting.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">On March&nbsp;19, 2004, the Company received a
comment letter from the U.S.&nbsp;Securities and Exchange
Commission [&#147;SEC&#148;] in connection with its review of
the Company&#146;s registration statement filed on
</FONT>

<P align="center"><FONT size="2">47
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV align="center">
<B><FONT size="2">MICROCELL TELECOMMUNICATIONS INC.</FONT></B>
</DIV>

<P align="center">
<B><FONT size="2">NOTES TO INTERIM CONSOLIDATED FINANCIAL
STATEMENTS&nbsp;[UNAUDITED]&nbsp;&#151; (Continued)</FONT></B>

<P align="left">
<FONT size="2">March&nbsp;3, 2004 for the registration of its
Class&nbsp;A Restricted Voting Shares [&#147;Class&nbsp;A
Shares&#148;] and Class&nbsp;B Non-Voting Shares
[&#147;Class&nbsp;B Shares&#148;] issuable upon exercise of the
Warrants 2005 and the Warrants 2008. The Company responded to
the SEC&#146;s March letter and filed an amended registration
statement on June&nbsp;29, 2004. The Company received a letter
to its response on August&nbsp;9, 2004 and responded to the SEC
on October&nbsp;22, 2004. The Company received a letter to its
response on November&nbsp;5, 2004. SEC staff, among other
things, has questioned whether the Company&#146;s Fido brand
name has an indefinite useful life and, consequently, whether it
should be subject to periodic amortization. The Company believes
such brand name should be considered to have an indefinite life.
However, were such periodic amortization to be applied, assuming
hypothetically a useful life of ten years, this would decrease
the Company&#146;s net income by $0.7&nbsp;million and decrease
basic and diluted earnings per share by $0.02 for the
three-month period ended September&nbsp;30, 2004 and increase
the Company&#146;s net loss by $2.1&nbsp;million and increase
basic and diluted loss per share by $0.11 for the nine-month
period ended September&nbsp;30, 2004. There would have been no
effect on cash flows for the three- and nine-month periods ended
September&nbsp;30, 2004. In addition, opening deficit would be
increased by $1.9&nbsp;million.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The SEC staff, among other things, has also asked
the Company for additional information regarding certain of the
Company&#146;s accounting policies regarding revenue recognition
and measurement and related costs, including the recognition of
both revenues and related costs associated with the sale of
handsets and prepaid airtime vouchers to the Company&#146;s
third party retailers. Sales of products such as handsets and
their related costs are recognized when goods are delivered,
wireless service is activated and collection is reasonably
assured. For prepaid airtime vouchers, the revenue is measured
at the amount paid by the subscribers and is recorded when
services are provided to the subscriber and related commissions
paid to third party dealers are classified within cost of
product. The Company believes these accounting policies are
appropriate based on risks assumed by the Company until the
handset is activated or prepaid airtime vouchers are sold and
used by the Company&#146;s ultimate customers. Alternatively,
other parties, including the SEC, could assess that the sale of
handset and associated costs be recognized upon the delivery of
the handset to third party retailers or to be deferred and
amortized over the expected life of the customer. For the
prepaid airtime vouchers, alternatively, other parties,
including the SEC, could assess that the commissions to the
third party dealers be considered as a discount and be
classified as a reduction of service revenues. As at
September&nbsp;30, 2004, the balance sheet includes deferred
revenues and deferred costs of $6.9&nbsp;million and
$9.8&nbsp;million respectively in connection with handsets at
the dealers location not yet activated by the ultimate
customers. Commissions paid to third party retailers for the
prepaid airtime vouchers totaled $5.6&nbsp;million,
$5.6&nbsp;million and $4.7&nbsp;million for the nine-month
periods ended September&nbsp;30, 2004, the five-month period
ended September&nbsp;30, 2003 and the four-month period ended
April&nbsp;30, 2003, respectively.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The SEC staff has also asked for additional
information regarding the FidoDollars program described in
note&nbsp;3. The Company believes that the accounting treatment
for this program is appropriate since the FidoDollars can be
used only to acquire handsets that will allow the Company to
continue to generate service revenues following the exercise of
such rewards. Alternatively, other parties, including the SEC,
could assess that such rewards be accounted for in reduction of
service revenues and that the total amount of FidoDollars be
recognized when such FidoDollars are earned by the customer
instead of when such FidoDollars are used.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Following its acquisition by Rogers Wireless Inc,
the Company decided not to register the warrants with the SEC
and, therefore, the Company intends to withdraw its F-1 filing.
</FONT>

<P align="center"><FONT size="2">48
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV align="center">
<B><FONT size="2">MICROCELL TELECOMMUNICATIONS INC.</FONT></B>
</DIV>

<P align="center">
<B><FONT size="2">NOTES TO INTERIM CONSOLIDATED FINANCIAL
STATEMENTS&nbsp;[UNAUDITED]&nbsp;&#151; (Continued)</FONT></B>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="4%"></TD>
    <TD width="96%"></TD>
</TR>

<TR valign="top">
    <TD><B><FONT size="2">2.</FONT></B></TD>
    <TD>
    <B><FONT size="2">Change in Accounting Policies</FONT></B></TD>
</TR>

</TABLE>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">Stock-Based Compensation</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Effective January&nbsp;1, 2004, the Company
adopted the standard set forth in Section&nbsp;3870 of the
Canadian Institute of Chartered Accountants [&#147;CICA&#148;]
Handbook, <I>Stock-based compensation and other stock-based
payments</I>. This section has been amended to require the
expensing of certain stock-based compensation awards using the
fair value-based method for fiscal years beginning on or after
January&nbsp;1, 2004. Under the amended rules, the Company is
required to expense, over the vesting period, the fair value of
the options at the date of the grant. As permitted by this
amendment, the Company applied this change retroactively,
without restatement, for options granted since May&nbsp;1, 2003.
Consequently, the opening deficit as at January&nbsp;1, 2004 was
adjusted to reflect an expense of $1.3&nbsp;million relating to
options granted since May&nbsp;1, 2003.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">For the nine-month period ended
September&nbsp;30, 2004, an amount of $2.1&nbsp;million,
respectively, is included within general and administrative
expenses, reflecting the recurring cost associated with the
normal vesting of employee stock options. As a result of the
appreciation in Microcell&#146;s share price, resulting
primarily from public takeover offers detailed in note&nbsp;7,
and in accordance with accelerated vesting rules of the
Company&#146;s stock option plan, $3.6&nbsp;million of special
charges were recognized during the nine-month period ended
September&nbsp;30, 2004. Accordingly, an amount of
$7.0&nbsp;million was credited to the contributed surplus. Also,
as of September&nbsp;30, 2004, an amount of $2.7&nbsp;million of
contributed surplus was transferred to Class&nbsp;B shares
pursuant to the exercise of stock options. The Company used the
Black Scholes option pricing model to determine the fair value
of the options with the following weighted-average assumptions:
risk-free interest rate of 3%, share price volatility of 64%, no
dividend yield and expected life of five years. Prior to
January&nbsp;1, 2004, no compensation expense was recognized
when options were issued to employees or directors. The
Company&#146;s pro forma information, as if the fair value-based
method had been applied, is as follows for periods prior to
January&nbsp;1, 2004:
</FONT>

<CENTER>
<TABLE width="100%" align="center" cellspacing="0" cellpadding="0" border="0">

<TR>
    <TD width="56%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="9%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="8%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="10%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="9%"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Five Months</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Four Months</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Ended</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Ended</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">September&nbsp;30, 2003</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">April&nbsp;30, 2003</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">$</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">$</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">[Pre-reorganization]</FONT></B></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Net income (loss) as reported
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">5,617</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">45,517</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Stock-based employee compensation costs that
    would have been included in the determination of net income if
    the fair value based method had been applied to all awards as
    reported
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(701</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(1,577</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Pro forma net income as if the fair value based
    method had been applied to all awards
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">4,916</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">43,940</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Basic earnings (loss) per share as reported (in
    dollars)
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">1.51</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">0.19</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Stock-based employee compensation costs impact
    (in dollars)
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(0.19</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(0.01</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Pro forma basic earnings (loss) per share as if
    the fair value method had been applied to all awards (in dollars)
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">1.32</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">0.18</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Diluted earnings (loss) per share as reported (in
    dollars)
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">0.71</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">0.19</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Stock-based employee compensation costs impact
    (in dollars)
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(0.03</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(0.01</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Pro forma diluted earnings (loss) per share as if
    the fair value method had been applied to all awards (in dollars)
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">0.68</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">0.18</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

</TABLE>
</CENTER>

<P align="center"><FONT size="2">49
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV align="center">
<B><FONT size="2">MICROCELL TELECOMMUNICATIONS INC.</FONT></B>
</DIV>

<P align="center">
<B><FONT size="2">NOTES TO INTERIM CONSOLIDATED FINANCIAL
STATEMENTS&nbsp;[UNAUDITED]&nbsp;&#151; (Continued)</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Basic and diluted losses per share are identical,
except for the five-month period ended September&nbsp;30, 2003,
as the effect of diluted items are antidilutive.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">Asset Retirement Obligations</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Effective January&nbsp;1, 2004, the Company
adopted the standard set forth in Section&nbsp;3110 of the
Canadian Institute of Chartered Accountants Handbook entitled
<I>Asset Retirement Obligations</I>, which harmonizes Canadian
GAAP with U.S.&nbsp;Financial Accounting Standards Board&#146;s
Statement No.&nbsp;143, <I>Accounting for Asset Retirement
Obligations</I>. The standard provides guidance for the
recognition, measurement and disclosure of liabilities for asset
retirement obligations and the associated retirement costs. The
asset retirement cost is capitalized as part of the related
asset and is amortized into earnings over time.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Under its site leases, the Company is generally
committed to returning each site to its original state. In order
to calculate a provision for asset retirement obligations, the
Company used the following significant assumptions: the Company
expects that most of its lease sites will be renewed at their
expiry; the Company expects that approximately 1% of its sites
per year will have to be changed based on operational needs or
vocation changes and as a result, the Company will have to
return these sites to their original state; remediation costs
that are indicative of what third party vendors would charge the
Company to remediate the sites; expected inflation rates that
are consistent with historical inflation rates; and
credit-adjusted risk-free rates that approximate the
Company&#146;s incremental borrowing rates. As a result, a
liability of $1&nbsp;million has been accounted for by the
Company as at January&nbsp;1, 2004. The Company has not adjusted
its opening deficit because the amount is not material and was
compensated by charges made under the prior accounting policy
which was to expense such costs as incurred. When a liability is
initially recorded, the cost is capitalized by increasing the
carrying amount of the related long-lived asset. Over time, the
liability is increased each period to reflect an interest
element considered in its initial measurement at fair value and
reduced as related payments are made. Furthermore, the
capitalized cost is amortized over the useful life of the
related asset. The Company will continue to evaluate on a
periodic basis whether the estimated asset retirement
obligations and related financial statement amounts continue to
be reasonably stated.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="4%"></TD>
    <TD width="96%"></TD>
</TR>

<TR valign="top">
    <TD><B><FONT size="2">3.</FONT></B></TD>
    <TD>
    <B><FONT size="2">Customer Retention Programs</FONT></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">During the first quarter of 2004, the Company
introduced two specific customer retention programs. Firstly,
the Company allowed its postpaid customers to enter into a
24-month agreement for airtime services and, in exchange, the
Company granted additional discounts or credits for the purchase
of handsets. Since the related handset is bundled with airtime,
the Company considers this arrangement as a revenue arrangement
with multiple deliverables. Accordingly, the arrangement
consideration is allocated among the separate units of
accounting based on their relative fair values. However, because
the handset is provided in the arrangement and the customer has
no obligation to the Company if airtime service is not provided,
the amount allocated to the handset is limited to the amount
initially received. The direct incremental cost related to this
retention program, consisting of the incremental loss on the
sale of the handset, is deferred and amortized in the cost of
products over the term of the agreement. As of
September&nbsp;30, 2004, $20.7 million is included within
deferred charges and other non-current assets in this regard.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Secondly, the Company launched &#147;Fido
Rewards,&#148; which allows its postpaid customers to accumulate
&#147;FidoDollars&#148; based on their spending. Each FidoDollar
allows its holder to obtain a discount of $1 on the suggested
retail price of a future purchase of a handset. Since this
handset will generate future service revenues after its
acquisition, the Company will account for the cost of this
reward program, consisting primarily of the subsidy on the
handset, when such FidoDollars are redeemed. At that date, the
Company will recognize as equipment revenue the amount received
from its customers, net of applicable FidoDollars, as well as
the cost of the related handset. The Company accrues for its
estimated obligation
</FONT>

<P align="center"><FONT size="2">50
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV align="center">
<B><FONT size="2">MICROCELL TELECOMMUNICATIONS INC.</FONT></B>
</DIV>

<P align="center">
<B><FONT size="2">NOTES TO INTERIM CONSOLIDATED FINANCIAL
STATEMENTS&nbsp;[UNAUDITED]&nbsp;&#151; (Continued)</FONT></B>

<P align="left">
<FONT size="2">as awards are earned by its customers which are
registered with the program. As at September&nbsp;30, 2004,
8.1&nbsp;million FidoDollars were issued to approximately
599,000 registered customers and 1.0&nbsp;million of FidoDollars
were redeemed. As a result, an amount of $7.1&nbsp;million is
included in the Company&#146;s balance sheet within deferred
charges and accounts payable and accrued liabilities. If all of
the Company&#146;s customers were registered in this program,
deferred charges and accounts payable and accrued liabilities as
at September&nbsp;30, 2004 would be increased by
$7.9&nbsp;million. [See note&nbsp;1]
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="4%"></TD>
    <TD width="96%"></TD>
</TR>

<TR valign="top">
    <TD><B><FONT size="2">4.</FONT></B></TD>
    <TD>
    <B><FONT size="2">Earnings (Loss) Per Share</FONT></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The reconciliation of the numerator and
denominator for the calculation of earnings (loss) per share is
as follows:
</FONT>

<CENTER>
<TABLE width="100%" align="center" cellspacing="0" cellpadding="0" border="0">

<TR>
    <TD width="43%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="7%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="7%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="7%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="7%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="9%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="8%"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Nine Months</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Five Months</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Four Months</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Ended</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Ended</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Ended</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">September&nbsp;30, 2004</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">September&nbsp;30, 2003</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">April&nbsp;30, 2003</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">$</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">$</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">$</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">[Pre-reorganization]</FONT></B></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Net income (loss) for diluted earnings (loss) per
    share calculation
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(22,998</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">16,207</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">45,517</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Accretion on redemption price of First and Second
    Preferred Shares
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(5,184</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(10,590</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Net income (loss) for basic earnings (loss) per
    share calculation
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(28,182</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">5,617</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">45,517</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <B><FONT size="2">Denominator [in thousands]:</FONT></B></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Weighted-average number of Class&nbsp;A and
    Class&nbsp;B Shares outstanding
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">19,568</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">3,728</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">240,217</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Shares issuable pursuant to the exercise of
    initial warrants
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">253</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Number of shares for basic earnings (loss) per
    share calculation
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">19,568</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">3,728</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">240,470</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Shares issuable pursuant to conversion of
    preferred shares
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">18,828</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Shares issuable pursuant to exercise of stock
    options
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">751</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">332</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Shares issuable pursuant to exercise of warrants
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">3,917</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Number of shares for diluted earnings (loss) per
    share calculation
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">24,236</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">22,888</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">240,470</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <B><FONT size="2">Basic earnings (loss) per share [in
    dollars]</FONT></B></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(1.44</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">1.51</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">0.19</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <B><FONT size="2">Diluted earnings (loss) per share [in
    dollars]</FONT></B></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(1.44</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">0.71</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">0.19</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

</TABLE>
</CENTER>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Except for the periods of three months ended
September&nbsp;30, 2004 and five months ended September&nbsp;30,
2003, basic and diluted earnings (loss) per share are identical,
as the effect of potential dilutive securities is antidilutive.
</FONT>

<P align="center"><FONT size="2">51
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV align="center">
<B><FONT size="2">MICROCELL TELECOMMUNICATIONS INC.</FONT></B>
</DIV>

<P align="center">
<B><FONT size="2">NOTES TO INTERIM CONSOLIDATED FINANCIAL
STATEMENTS&nbsp;[UNAUDITED]&nbsp;&#151; (Continued)</FONT></B>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="4%"></TD>
    <TD width="96%"></TD>
</TR>

<TR valign="top">
    <TD><B><FONT size="2">5.</FONT></B></TD>
    <TD>
    <B><FONT size="2">Long-Term Debt</FONT></B></TD>
</TR>

</TABLE>

<CENTER>
<TABLE width="90%" align="center" cellspacing="0" cellpadding="0" border="0">

<TR>
    <TD width="64%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="8%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="7%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="7%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">September&nbsp;30,</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">December&nbsp;31,</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">2004</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">2003</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">$</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">$</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Tranche&nbsp;B Debt
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">271,769</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Tranche&nbsp;C Debt
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">52,693</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Term Loan&nbsp;A
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">184,416</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Term Loan&nbsp;B
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">188,200</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">372,616</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">324,462</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Less: current portion of principal
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(12,000</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(9,298</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">360,616</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">315,164</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

</TABLE>
</CENTER>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The minimum contractual payments of term
loan&nbsp;A debt [&#147;Term Loan&nbsp;A&#148;] and term
loan&nbsp;B debt [&#147;Term Loan&nbsp;B&#148;] for the next
five years are as follows: $3.0&nbsp;million for the rest of
2004; $12.0&nbsp;million in 2005; $12.0&nbsp;million in 2006;
$12.0&nbsp;million in 2007; $12.0&nbsp;million in 2008 and
$41.5&nbsp;million for the first nine months of 2009.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">On March&nbsp;17, 2004, the Company entered into
amended and restated credit agreements with a syndicate of
lenders, certain of which were also shareholders of the Company.
The proceeds have been used mainly to refinance borrowings under
the previous senior secured credit facilities in the amount of
$330.3&nbsp;million and to terminate previous swap transactions
in the amount of $4.3&nbsp;million.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">In conjunction with the amended and restated
credit agreements, the Company paid, during the first nine
months of 2004, $13.0&nbsp;million of financing costs, which are
being deferred and amortized over the term of the loans. As of
September&nbsp;30, 2004, the financing arrangements of the
Company consisted of the following credit agreements:
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">Revolving Facility</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The Company has access to a first lien revolving
credit facility [the &#147;Revolving Facility&#148;] of
$50&nbsp;million, which bears interest at CDOR or LIBOR plus
4.0% and is payable in March 2010. A commitment fee computed at
the rate of 0.5%&nbsp;per annum on the aggregate undrawn amount
of the Revolving Facility is payable on a quarterly basis. The
Revolving Facility is secured by a pledge of a first lien on
substantially all of the Company&#146;s assets. As at
September&nbsp;30, 2004, no amounts were drawn on this facility.
However, any credit exposure under the swap transactions
described below is deducted from the amount otherwise available
to be borrowed under the Revolving Facility. An amount of
$16&nbsp;million was agreed upon to be the initial swap exposure
of the Company&#146;s swap counterparty. As of
September&nbsp;30, 2004, an amendment occurred between the
parties to revise the limit of $16&nbsp;million to
$24.8&nbsp;million.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">Term Loan&nbsp;A</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The Term Loan&nbsp;A debt consists of a first
lien term loan with a principal amount equivalent to
$200&nbsp;million [US$149.9&nbsp;million]. It bears interest at
LIBOR plus 4% and is payable in quarterly installments, which
commenced in June 2004 and will mature in March 2011. As of
September&nbsp;30, 2004, 2.5% of the principal amount was
repaid. The Term Loan&nbsp;A is collateralized by a pledge on
substantially all of the Company&#146;s assets. As at
September&nbsp;30, 2004, the effective interest rate on Term
Loan&nbsp;A was 6.66%.
</FONT>

<P align="center"><FONT size="2">52
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV align="center">
<B><FONT size="2">MICROCELL TELECOMMUNICATIONS INC.</FONT></B>
</DIV>

<P align="center">
<B><FONT size="2">NOTES TO INTERIM CONSOLIDATED FINANCIAL
STATEMENTS&nbsp;[UNAUDITED]&nbsp;&#151; (Continued)</FONT></B>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">Term Loan&nbsp;B</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The Term Loan&nbsp;B debt consists of a second
lien term loan with a principal amount equivalent to
$200&nbsp;million [US$149.9&nbsp;million]. It bears interest at
LIBOR plus 7%, with a LIBOR floor at 2%, and is payable in
quarterly installments, which commenced in June 2004 and will
mature in September 2011. As of September&nbsp;30, 2004, 0.5% of
the principal amount was repaid. The Term Loan&nbsp;B is
collateralized by a pledge on substantially all of the
Company&#146;s assets. As at September&nbsp;30, 2004, the
effective interest rate on Term Loan&nbsp;B was 10.06%.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">Additional Debt and Swap
    Transactions</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Pursuant to the terms of the credit agreements
governing the Company&#146;s credit facilities, the Company is
entitled to raise up to an additional $25&nbsp;million under the
Revolving Facility or Term Loan&nbsp;A, and up to an additional
$50&nbsp;million under Term Loan&nbsp;B.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The Company has entered into swap transactions to
manage its exposure to foreign exchange rate fluctuations on the
U.S.-dollar-denominated Term Loan&nbsp;A and Term Loan&nbsp;B.
The Company swapped, in March 2004, the total principal of Term
Loan&nbsp;A and Term Loan&nbsp;B in the amount of
$400&nbsp;million [US$299.9&nbsp;million] at a rate of $1.3340
for US$1.00. The Company also swapped the floating interest rate
of LIBOR plus 4% on Term Loan&nbsp;A, payable in US dollars, to
a floating interest rate of LIBOR plus 5.085%, payable in
Canadian dollars. The Company also swapped the floating interest
rate of LIBOR plus 7% on Term Loan&nbsp;B, payable in US
dollars, to a floating interest rate of LIBOR plus 8.485%,
payable in Canadian dollars. These swap agreements included a
recouponing provision which allows both parties to enter into an
amendment of the economic variables when the fair market value
of the swaps exceed a threshold of $16&nbsp;million, in such
manner that the market value is reduced to an amount no greater
than $16&nbsp;million. As of September&nbsp;30, 2004, an
amendment occurred between the parties to revise the limit of
$16&nbsp;million to $24.8&nbsp;million. Consequently, the
economic variables were amended to reduce the market value of
the swaps from $34.4&nbsp;million payable by the Company to
$24.7&nbsp;million, generating a payment by the Company to the
counterparties of $9.7&nbsp;million on October&nbsp;3, 2004.
Under this amendment, the floating interest rates of the
Company&#146;s swap agreements relating to its Term Loan&nbsp;A
and Term Loan&nbsp;B were reduced to LIBOR plus 4.616% and LIBOR
plus 8.006% respectively. The maturity of the swap transactions
corresponds to the maturity of both term loans. These swap
transactions are presented at their fair value as derivative
instruments on the balance sheet and changes in fair value are
recognized in income as foreign exchange gains or losses.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">Covenants and Mandatory
    Prepayments</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Under the credit agreements governing the
Revolving Facility, Term Loan&nbsp;A and Term Loan&nbsp;B, the
Company is committed to respect certain covenants, including
restrictions on the ability to incur indebtedness, pay
dividends, make various payments, create liens, sell assets and
engage in mergers. The Company must also maintain certain
financial covenants and ratios under its credit agreements,
including levels of operating income excluding a number of
specific items, levels of debt, liquidity levels and maximum
levels of capital expenditures.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The credit agreements governing Term Loan&nbsp;A
and Term Loan&nbsp;B require the Company to make, subject to
certain conditions, prepayments to Term Loan&nbsp;A and Term
Loan&nbsp;B lenders with respect to [i]&nbsp;net proceeds
received by the Company from the sale of assets, [ii] the excess
cash flow generated by the Company during any fiscal year, and
[iii] the net proceeds received by the Company from the issuance
of equity securities.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The credit agreements also provide that if an
event of default occurs, then the loans outstanding become,
under certain circumstances, due and payable in whole. A change
of control of the Company
</FONT>

<P align="center"><FONT size="2">53
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV align="center">
<B><FONT size="2">MICROCELL TELECOMMUNICATIONS INC.</FONT></B>
</DIV>

<P align="center">
<B><FONT size="2">NOTES TO INTERIM CONSOLIDATED FINANCIAL
STATEMENTS&nbsp;[UNAUDITED]&nbsp;&#151; (Continued)</FONT></B>

<P align="left">
<FONT size="2">would constitute an event of default under the
Company&#146;s credit agreements and the Rogers offers
[described in note&nbsp;7], if consummated, will result in a
change of control of the Company. The credit agreement governing
the Term Loan&nbsp;B debt provides that any prepayment of such
debt shall be accompanied by a call premium fee, calculated on
the amount of such prepayment, of [i] 3%, if the prepayment is
made prior to March&nbsp;17, 2005; [ii] 2%, if the prepayment is
made prior to March&nbsp;17, 2006; and, [iii] 1%, if the
prepayment is made prior to March&nbsp;17, 2007.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The change in control described in note 7
constitutes an event of default under the Company&#146;s credit
agreements. On November&nbsp;4, 2004, the administrative agent,
on behalf of the Company&#146;s secured lenders, has waived the
event of default arising from the change in control until the
earlier of (1)&nbsp;90&nbsp;days after the completion of the
acquisition of Microcell by Rogers, and (2)&nbsp;March 1, 2005.
However, the Company gave notice of prepayment of its
outstanding debt and related derivative financial instrument
positions and such prepayment occurred on November&nbsp;16,
2004. On this date the Company repaid its long-term debt in the
amount of $362.1&nbsp;million and the derivative instruments
were terminated generating a payment of $64.6&nbsp;million to
the counterparty. These payments were financed with cash on hand
and an advance of $220&nbsp;million from Rogers. A call premium
fee, in the amount of approximately $5.4&nbsp;million was also
paid by the Company with respect to the prepayment of its Term
loan B debt. Finally, deferred financing costs in the amount of
approximately $11.9 million were written off by the Company.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="4%"></TD>
    <TD width="96%"></TD>
</TR>

<TR valign="top">
    <TD><B><FONT size="2">6.</FONT></B></TD>
    <TD>
    <B><FONT size="2">Share Capital</FONT></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Number of shares issued [in units]
</FONT>

<CENTER>
<TABLE width="100%" align="center" cellspacing="0" cellpadding="0" border="0">

<TR>
    <TD width="30%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="7%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">First</FONT></B></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Second</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Second</FONT></B></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="3"></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Preferred</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">First Preferred</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Preferred</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Preferred</FONT></B></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="3"></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Voting</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Non-Voting</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Voting</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Non-Voting</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Class&nbsp;A</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Class&nbsp;B</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Shares</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Shares</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Shares</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Shares</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Shares</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Shares</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Balance as at<BR>
    December&nbsp;31, 2003
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">252,296</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">11,415,204</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">14,782</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">6,979,528</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">30,038</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">3,906,336</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Issued
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">6,792,363</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Exercise of stock options
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">449,673</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Redeemed
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(1,450</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(40,688</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(33,095</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Converted
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(250,846</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(11,374,516</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(14,782</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(6,946,433</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">168,641</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">18,417,936</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <B><FONT size="2">Balance as at<BR>
    September&nbsp;30, 2004</FONT></B></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">198,679</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">29,566,308</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

</TABLE>
</CENTER>

<P align="center"><FONT size="2">54
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV align="center">
<B><FONT size="2">MICROCELL TELECOMMUNICATIONS INC.</FONT></B>
</DIV>

<P align="center">
<B><FONT size="2">NOTES TO INTERIM CONSOLIDATED FINANCIAL
STATEMENTS&nbsp;[UNAUDITED]&nbsp;&#151; (Continued)</FONT></B>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">Carrying Value of Shares
    Issued</FONT></I></B></TD>
</TR>

</TABLE>

<CENTER>
<TABLE width="100%" align="center" cellspacing="0" cellpadding="0" border="0">

<TR>
    <TD width="29%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">First</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">First</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Second</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Second</FONT></B></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="3"></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Preferred</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Preferred</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Preferred</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Preferred</FONT></B></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Total</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Voting</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Non-Voting</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Voting</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Non-Voting</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Class&nbsp;A</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Class&nbsp;B</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Value of</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Shares</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Shares</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Shares</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Shares</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Shares</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Shares</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Shares</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">$</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">$</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">$</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">$</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">$</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">$</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">$</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Balance as at<BR>
    December&nbsp;31, 2003
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">4,014</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">181,617</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">235</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">111,046</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">300</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">40,942</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">338,154</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Issued
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">136,719</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">136,719</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Exercise of stock options
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">4,729</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">4,729</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Transfer from contributed surplus
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">2,692</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">2,692</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Redeemed
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(24</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(667</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(542</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(1,233</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Converted
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(4,071</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(184,235</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(240</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(112,317</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">2,764</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">298,099</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Accretion on redemption price
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">81</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">3,285</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">5</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">1,813</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">5,184</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <B><FONT size="2">Balance as at<BR>
    September&nbsp;30, 2004</FONT></B></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">3,064</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">483,181</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">486,245</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

</TABLE>
</CENTER>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">Warrants</FONT></I></B></TD>
</TR>

</TABLE>

<CENTER>
<TABLE width="90%" align="center" cellspacing="0" cellpadding="0" border="0">

<TR>
    <TD width="64%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="8%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="7%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="7%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">September&nbsp;30,</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">December&nbsp;31,</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">2004</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">2003</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">$</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">$</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">3,998,302 Warrants 2005, exercise price of $19.91
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">4,598</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">4,598</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">6,663,943 Warrants 2008, exercise price of $20.69
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">13,328</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">13,328</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">3,977,272 Warrants, exercise price of $22.00
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">11,276</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">29,202</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">17,926</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

</TABLE>
</CENTER>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Pursuant to a final prospectus dated
March&nbsp;24, 2004, the Company distributed to the holders of
its Class&nbsp;A Shares, Class&nbsp;B Shares, First Preferred
Voting Shares, First Preferred Non-Voting Shares, Second
Preferred Voting Shares and Second Preferred Non-Voting Shares,
rights to subscribe for an aggregate of 4,519,636 Class&nbsp;B
Shares. Each five rights entitled the holder thereof to purchase
one Class&nbsp;B Share at a subscription price of $22&nbsp;per
share. In connection with the rights offering, the Company
entered into a standby purchase agreement with COM Canada, LLC
[&#147;COM&#148;] pursuant to which it agreed to purchase, at a
price of $22.00, all Class&nbsp;B Shares not otherwise purchased
under the rights offering. In addition, to the extent COM
purchased less than $50&nbsp;million of such shares, it
committed to purchase, at a price of $22.00, additional
Class&nbsp;B Shares having an aggregate subscription price equal
to the deficiency.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The closing of the rights offering occurred on
April&nbsp;30, 2004. The rights offering resulted in the
issuance by Microcell of 4,519,636 Class&nbsp;B Shares. On
May&nbsp;3, 2004, COM purchased, at a price of $22.00&nbsp;per
share, 2,272,727 Class&nbsp;B Shares. Furthermore, Microcell
issued to COM 3,977,272 warrants to acquire, at a price of
$22.00&nbsp;per share, additional Class&nbsp;B Shares. The net
proceeds from the rights offering and private placement to COM
amounted to approximately $148&nbsp;million [net of
approximately $1.4&nbsp;million of issuance fees] and have been
used by Microcell to redeem as of May&nbsp;1, 2004, 1,450 First
Preferred Voting Shares, 40,688 First Preferred Non-Voting
Shares and 33,095&nbsp;Second Preferred Non-Voting Shares
outstanding as at April&nbsp;30, 2004 at a price of
$16.39&nbsp;per share, for a total of $1.2&nbsp;million. The
remaining balance of $146.8&nbsp;million is being used to fund
capital expenditures and for general corporate purposes. The
Company has estimated the fair value of warrants issued to COM
to be
</FONT>

<P align="center"><FONT size="2">55
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV align="center">
<B><FONT size="2">MICROCELL TELECOMMUNICATIONS INC.</FONT></B>
</DIV>

<P align="center">
<B><FONT size="2">NOTES TO INTERIM CONSOLIDATED FINANCIAL
STATEMENTS&nbsp;[UNAUDITED]&nbsp;&#151; (Continued)</FONT></B>

<P align="left">
<FONT size="2">$11.3&nbsp;million and this amount has been
applied as a reduction of the value attributed to the
Class&nbsp;B Shares.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">In accordance with the warrant indentures
governing the Warrants 2005 and the Warrants 2008, the number of
shares issuable upon the exercise of the Warrants 2005 and the
Warrants 2008 were adjusted from 1.0 to 1.02 Class&nbsp;A Share
or Class&nbsp;B Shares, as the case may be, for each warrant.
This adjustment has been made as a result of the Company&#146;s
rights offering.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">Stock Option Plan</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Changes in options outstanding are as follows:
</FONT>

<CENTER>
<TABLE width="80%" align="center" cellspacing="0" cellpadding="0" border="0">

<TR>
    <TD width="67%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="7%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="7%"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="7"></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="7" align="center" nowrap><B><FONT size="1">Nine Months Ended</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="7" align="center" nowrap><B><FONT size="1">September&nbsp;30, 2004</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="7" align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Weighted-</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Number of</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Average</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Options [In</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Exercise Price</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Units]</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">[In Dollars]</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Outstanding as at December&nbsp;31, 2003
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">1,732,959</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom"><FONT size="2">$</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">10.90</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Exercised
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(449,673</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom"><FONT size="2">$</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">10.52</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Granted
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">127,958</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom"><FONT size="2">$</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">24.36</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Forfeited
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(71,052</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom"><FONT size="2">$</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">12.05</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Outstanding as at September&nbsp;30, 2004
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">1,340,192</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom"><FONT size="2">$</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">12.25</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Exercisable as at September&nbsp;30, 2004
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">698,503</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom"><FONT size="2">$</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">10.87</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

</TABLE>
</CENTER>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">In May 2004, an amendment to the Company&#146;s
stock option plan, to increase the number of Class&nbsp;B Shares
that may be issued pursuant to options granted under the Option
Plan by 682,236 (from 2,006,818 to 2,689,054) was approved by
Microcell&#146;s shareholders.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="4%"></TD>
    <TD width="96%"></TD>
</TR>

<TR valign="top">
    <TD><B><FONT size="2">7.</FONT></B></TD>
    <TD>
    <B><FONT size="2">Special Charges</FONT></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">On May&nbsp;17, 2004, TELUS&nbsp;Corporation
[&#147;TELUS&#148;] launched unsolicited offers to purchase
Microcell&#146;s Class&nbsp;A Shares for $29.00&nbsp;per share,
Class&nbsp;B Shares for $29.00&nbsp;per share, Warrants 2005 for
$9.67&nbsp;per warrant and Warrants 2008 for $8.89&nbsp;per
warrant. On May&nbsp;20, 2004, Microcell announced that, after
careful review and analysis of the TELUS offers performed with
the assistance of its legal and financial advisors,
Microcell&#146;s board of directors recommended that holders of
these securities not tender into the TELUS offers. Further to
the TELUS offers, Microcell&#146;s board of directors initiated
a full strategic review in order to determine the best way to
maximize value for all holders of securities. The special
committee of the board of directors, created to consider,
evaluate and negotiate alternatives to the TELUS offers,
directed the financial advisors to contact TELUS and a number of
other parties, in order to evaluate all strategic and financial
alternatives available. Among the parties so contacted was
Rogers Communications Inc., Rogers Wireless Communications Inc.
and Rogers Wireless Inc. [collectively, &#147;Rogers&#148;]. On
June&nbsp;22, 2004, TELUS announced that it would extend the
TELUS offers until July&nbsp;22, 2004. The TELUS offers were
further extended on July&nbsp;22, 2004, on August&nbsp;20, 2004
and, after the announcement of the Rogers offers (described
below) on September&nbsp;20, 2004. On October&nbsp;12, 2004,
TELUS announced that it would not extend its offer to purchase
all of the issued and outstanding publicly traded shares and
warrants of Microcell and, as a result, the TELUS offers expired
on that day.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">On September&nbsp;19, 2004, the special committee
of Microcell&#146;s board of directors met to review the terms
of the offers submitted by Rogers, to purchase all
Microcell&#146;s Class&nbsp;A Shares for $35.00&nbsp;per share,
Class&nbsp;B Shares for $35.00&nbsp;per share, Warrants 2005 for
$15.79&nbsp;per warrant and Warrants 2008 for $15.01&nbsp;per
warrant, and the terms of a proposed support agreement.
Following Microcell&#146;s special
</FONT>

<P align="center"><FONT size="2">56
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV align="center">
<B><FONT size="2">MICROCELL TELECOMMUNICATIONS INC.</FONT></B>
</DIV>

<P align="center">
<B><FONT size="2">NOTES TO INTERIM CONSOLIDATED FINANCIAL
STATEMENTS&nbsp;[UNAUDITED]&nbsp;&#151; (Continued)</FONT></B>

<P align="left">
<FONT size="2">committee&#146;s review of the relevant
considerations and based upon the advice received from the legal
and financial advisors and the opinions of its financial
advisors to the effect that, as at such date and subject to the
matters stated in such opinions, the consideration to be
received by holders of shares under the share offers was fair,
from a financial point of view, to such holders,
Microcell&#146;s special committee unanimously concluded that
the share offers were fair to the holders of shares and in the
best interests of Microcell and determined to unanimously make a
favourable recommendation to Microcell&#146;s board of directors
to recommend that holders of shares accept the share offers and
tender their shares into the Rogers offers.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">On September&nbsp;19, 2004, Microcell&#146;s
board of directors met immediately following the meeting of its
special committee and approved the special committee&#146;s
recommendation. Microcell entered into a support agreement late
on September&nbsp;19, 2004 in respect of the Rogers offers. In
accordance with the support agreement, Microcell&#146;s board of
directors also resolved on such date to waive the application of
certain provisions of the shareholder rights plan to allow
Rogers to proceed with the Rogers offers without any dilutive
effects.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">On September&nbsp;20, 2004, Microcell and Rogers
jointly announced the execution of the support agreement with
respect to the Rogers offers and on November&nbsp;8, 2004,
Rogers announced that the terms and conditions of its offers for
the securities of Microcell have been satisfied with the
necessary number of securities having been successfully tendered
and regulatory approvals secured to complete the acquisition. As
a result of the successful tender offers, Rogers Wireless has
taken up and accepted for payment approximately 181,721
Class&nbsp;A Shares, 28,389,649 Class&nbsp;B Shares, 3,296,652
Warrants 2005 and 5,405,387 Warrants 2008, being all of the
securities of Microcell validly tendered to the offers and not
withdrawn prior to the 5:00&nbsp;p.m. November&nbsp;5, 2004
expiry time. The tendered securities represent approximately 96%
of the outstanding Class&nbsp;A Shares, 92% of the outstanding
Class&nbsp;B Shares, 82% of the outstanding Warrants 2005 and
81% of the outstanding Warrants 2008.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">In conjunction with its strategic review process,
Microcell is incurring both financial and legal fees. The
Company engaged two financial advisors to determine the best way
to maximize value for all security holders. One of the two
financial advisors has affiliates which are shareholders,
lenders or agent of the Company&#146;s lenders. Engagement
letters entered into with these advisors provide for advisory
services to be rendered with minimum fees amounting to
$6.5&nbsp;million. Such fees will be recognized over the
estimated period for which the services are rendered. If a
transaction occurs, a transaction fee will be payable that will
be calculated as a percentage of the consideration paid to
acquire Microcell&#146;s equity which may represent a
significantly higher amount based on the value of the
transaction. As of September&nbsp;30, 2004, an expense amounting
to $4.6&nbsp;million was recognized with respect to these
agreements. Furthermore, the consequential impact of the offers
on Microcell&#146;s share price led to an accelerated vesting of
shares under the Company&#146;s stock option plan, resulting in
an acceleration of a compensation expense of $3.6&nbsp;million
that the Company would have otherwise recognized over the
remaining initial vesting period [see note&nbsp;2]. Finally,
$1.5&nbsp;million of legal and other general expenses related to
this process were recognized as of September&nbsp;30, 2004. The
Company expects that total expenses related to this process will
amount to approximately $25&nbsp;million. As a result of the
acquisitions of Microcell by Rogers, the final financial advisor
fees amounted approximately to $13.7&nbsp;million of which
$2.1&nbsp;million have already been paid. Furthermore,
approximately $12.8&nbsp;million of legal and other general
expenses related to this process were incurred. Finally, the
consequential impact of the offers on Microcell&#146;s share
price led to an accelerated vesting of shares under the
Company&#146;s stock option plan, resulting in an acceleration
of a compensation expense of $7.8&nbsp;million that the Company
would have otherwise recognized over the remaining initial
vesting period. On November&nbsp;9, 2004, all the 1,319,306
outstanding stock options were exercised.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">As a result of the acquisition of Microcell by
Rogers, all the members of Microcell&#146;s board of directors
and certain senior officers of Microcell, including the
President and Chief Executive Officer [the &#147;CEO&#148;] and
the Chief Financial Officer [the &#147;CFO&#148;], have resigned
on November&nbsp;9, 2004. On the same
</FONT>

<P align="center"><FONT size="2">57
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV align="center">
<B><FONT size="2">MICROCELL TELECOMMUNICATIONS INC.</FONT></B>
</DIV>

<P align="center">
<B><FONT size="2">NOTES TO INTERIM CONSOLIDATED FINANCIAL
STATEMENTS&nbsp;[UNAUDITED]&nbsp;&#151; (Continued)</FONT></B>

<P align="left">
<FONT size="2">day, Microcell announced the composition of its
new board of directors and the nomination of the new CEO and the
new CFO of Microcell.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="4%"></TD>
    <TD width="96%"></TD>
</TR>

<TR valign="top">
    <TD><B><FONT size="2">8.</FONT></B></TD>
    <TD>
    <B><FONT size="2">Contingencies</FONT></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">On April&nbsp;21, 2004, Unique Broadband Wireless
Services, Inc. [&#147;UBS&#148;], an Ontario corporation that
manufactures and operates wireless products and services, filed
a lawsuit against Microcell, Solutions, Inukshuk and Allstream
Corp. in the Ontario Superior Court of Justice. In its statement
of claim, UBS claims, among other things, for damages in the
amount of $160&nbsp;million from each Microcell, Solutions and
Inukshuk for breach of contract, breach of confidence and breach
of fiduciary duty and punitive damages. UBS also claims from
Inukshuk, as an alternative to the damages claims, an order for
specific performance of a conditional agreement between Inukshuk
and UBS with respect to the use of 38&nbsp;MHz of
Inukshuk&#146;s spectrum by UBS. UBS also claims certain other
equitable relief, including disgorgement of profits that UBS
alleges would otherwise unjustly enrich Inukshuk, Solutions and
Microcell. The action is at a very early stage with no statement
of defense yet delivered. Based on information currently
available, management considers that the companies have
substantive defenses to the action brought by UBS and intend to
vigorously defend the action.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">On August&nbsp;9, 2004, a proceeding under the
Class&nbsp;Actions Act (Saskatchewan) was brought against
Microcell and other providers of wireless telecommunications
services in Canada. The proceeding involves allegations of
deceit, misrepresentation and false advertising by wireless
telecommunications service providers with respect to the monthly
system access fees being charged to customers. The plaintiffs
seek unquantified damages from the defendant wireless
telecommunications service providers, plus costs and
pre-judgment and post-judgment interest. Microcell believes it
has good defences to the allegations made by the plaintiffs.
Further, the proceeding has not been certified as a class action
and it is too early to determine whether the proceeding will
qualify for certification as a class action.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="4%"></TD>
    <TD width="96%"></TD>
</TR>

<TR valign="top">
    <TD><B><FONT size="2">9.</FONT></B></TD>
    <TD>
    <B><FONT size="2">Comparative Figures</FONT></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Certain of the comparative figures have been
reclassified to conform to the presentation adopted in the
current year.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="5%"></TD>
    <TD width="95%"></TD>
</TR>

<TR valign="top">
    <TD><B><FONT size="2">10.</FONT></B></TD>
    <TD>
    <B><FONT size="2">Accounting Principles Generally Accepted in
    the United States</FONT></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The unaudited interim financial statements as at
and for the nine months ended September&nbsp;30, 2004 were
prepared in accordance with Canadian GAAP. The following summary
sets out the material adjustments to the Company&#146;s reported
net income (loss), for the nine-month periods ended
September&nbsp;30, 2004, the five months ended
September&nbsp;30, 2003 and the four months ended April&nbsp;30,
2003, which would be made in order to conform with
U.S.&nbsp;GAAP and the accounting principles and practices
required by the SEC.
</FONT>

<P align="center"><FONT size="2">58
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV align="center">
<B><FONT size="2">MICROCELL TELECOMMUNICATIONS INC.</FONT></B>
</DIV>

<P align="center">
<B><FONT size="2">NOTES TO INTERIM CONSOLIDATED FINANCIAL
STATEMENTS&nbsp;[UNAUDITED]&nbsp;&#151; (Continued)</FONT></B>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">Reconciliation of Unaudited Consolidated
    Net Income (Loss) and Comprehensive Income (Loss)</FONT></I></B></TD>
</TR>

</TABLE>

<CENTER>
<TABLE width="100%" align="center" cellspacing="0" cellpadding="0" border="0">

<TR>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="47%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="8%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="8%"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD colspan="2"></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Nine Months</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Five Months</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Pre-reorganization</FONT></B></TD>
</TR>

<TR>
    <TD colspan="2"></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Ended</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Ended</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Four Months</FONT></B></TD>
</TR>

<TR>
    <TD colspan="2"></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">September&nbsp;30,</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">September&nbsp;30,</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Ended April&nbsp;30,</FONT></B></TD>
</TR>

<TR>
    <TD colspan="2"></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">2004</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">2003</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">2003</FONT></B></TD>
</TR>

<TR>
    <TD colspan="2"></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR>
    <TD colspan="2"></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">$</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">$</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">$</FONT></B></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD colspan="2" align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <B><FONT size="2">Net income (loss) under Canadian
    GAAP</FONT></B></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(22,998</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">16,207</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">45,517</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD colspan="2" align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">[a]&nbsp;Share of net loss in investees
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(500</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD colspan="2" align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">[b]&nbsp;Reorganization items
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">1,253,660</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD colspan="2"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <B><FONT size="2">Net income (loss) under
    U.S.&nbsp;GAAP</FONT></B></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(22,998</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">16,207</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">1,298,677</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD colspan="2" align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">[c]&nbsp;Unrealized loss in value of marketable
    securities
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(145</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR>
    <TD colspan="2"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <B><FONT size="2">Comprehensive income (loss) under
    U.S.&nbsp;GAAP</FONT></B></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(22,998</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">16,207</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">1,298,532</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD colspan="2"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <B><FONT size="2">Basic earnings (loss) per share under
    U.S.&nbsp;GAAP </FONT></B><FONT size="2">[dollars]
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(1.44</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(1.51</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">5.39</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD colspan="2"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <B><FONT size="2">Diluted earnings (loss) per share under
    U.S.&nbsp;GAAP </FONT></B><FONT size="2">[dollars]
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(1.44</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">0.71</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">5.39</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD colspan="2"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

</TABLE>
</CENTER>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">Reconciliation of Unaudited Consolidated
    Cash Flow Captions</FONT></I></B></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">There are no significant differences between
Canadian GAAP and U.S.&nbsp;GAAP, which affect the captions of
the cash flow statements.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <B><I><FONT size="2">Reconciliation of Unaudited Consolidated
    Balance Sheet Captions</FONT></I></B></TD>
</TR>

</TABLE>

<CENTER>
<TABLE width="100%" align="center" cellspacing="0" cellpadding="0" border="0">

<TR>
    <TD width="31%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="11"></TD>
    <TD></TD>
    <TD colspan="11"></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="11" align="center" nowrap><B><FONT size="1">September&nbsp;30, 2004</FONT></B></TD>
    <TD></TD>
    <TD colspan="11" align="center" nowrap><B><FONT size="1">December&nbsp;31, 2003</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="11" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="11" align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Canadian</FONT></B></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">U.S.</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Canadian</FONT></B></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">U.S.</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">GAAP</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Adjustments</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">GAAP</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">GAAP</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Adjustments</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">GAAP</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">$</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">$</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">$</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">$</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">$</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">$</FONT></B></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">[d]&nbsp;Contributed surplus
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(4,288</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">1,327</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(2,961</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">[e]&nbsp;Preferred shares
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(296,912</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(296,912</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">[e]&nbsp;Share capital
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(486,245</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">17,330</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(468,915</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(338,154</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">309,058</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">29,096</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">[d][e]&nbsp;Deficit
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">41,655</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(18,657</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">22,998</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">12,146</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">(12,146</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

</TABLE>
</CENTER>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <I><FONT size="2">[a]&nbsp;Investment in Entity Subject to
    Significant Influence</FONT></I></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Under Canadian GAAP, the investor should continue
to record its portion of investee losses unless the investor
would be unlikely to share in losses of the investee. Under
U.S.&nbsp;GAAP, in situations where an investor is not required
to advance additional funds to the investee and where previous
losses have reduced the common and the preferred stock
investment account to zero, the Company should continue to
report its share of equity method losses in its statement of
operations to the extent of and as an adjustment to the loans to
the investee.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">In addition, under Canadian GAAP, the share of
net income in an investee that is a private investment company
is calculated based on its realized gains or losses. Under
U.S.&nbsp;GAAP, the share of net income in such investees is
calculated based on both realized and unrealized gains or losses.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <I><FONT size="2">[b]&nbsp;Reorganization Items</FONT></I></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Under U.S.&nbsp;GAAP, the forgiveness of debt and
the effects of the adjustments on the reported amounts of
individual assets and liabilities resulting from the adoption of
fresh start accounting should be
</FONT>

<P align="center"><FONT size="2">59
</FONT>

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<DIV align="center">
<B><FONT size="2">MICROCELL TELECOMMUNICATIONS INC.</FONT></B>
</DIV>

<P align="center">
<B><FONT size="2">NOTES TO INTERIM CONSOLIDATED FINANCIAL
STATEMENTS&nbsp;[UNAUDITED]&nbsp;&#151; (Continued)</FONT></B>

<P align="left">
<FONT size="2">reflected in the predecessor entity&#146;s final
statement of operations. Under Canadian GAAP, such adjustments
are reflected as capital transactions. The reorganization items
in the amount of $1.254&nbsp;billion were comprised of
$1.366&nbsp;billion of forgiveness of debt and
$112.5&nbsp;million of adjustments resulting from the
application of fresh-start accounting.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <I><FONT size="2">[c]&nbsp;Marketable Securities</FONT></I></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Under Canadian GAAP, the marketable securities
are recorded as explained in note&nbsp;2 to the annual
consolidated financial statements. Under U.S.&nbsp;GAAP, the
marketable securities are classified as available for sale, and
any changes to the market value, net of income taxes, are
recorded in other comprehensive income (loss).
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <I><FONT size="2">[d]&nbsp;Stock Compensation</FONT></I></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Effective January&nbsp;1, 2004, under Canadian
GAAP, the Company adopted the standard set forth in
Section&nbsp;3870 of the CICA Handbook, as described in
Note&nbsp;2 to the unaudited interim consolidated financial
statements as at and for the nine months ended
September&nbsp;30, 2004 included elsewhere in this document.
Under U.S.&nbsp;GAAP, since the Company has selected the
modified prospective method as permitted by SFAS&nbsp;148, the
adjustment to opening deficit in the amount of $1.3&nbsp;million
under Canadian GAAP would not be recorded under U.S.&nbsp;GAAP.
</FONT>

<DIV>&nbsp;</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD>
    <I><FONT size="2">[e]&nbsp;Classification of Financial
    Instrument as Debt or Equity</FONT></I></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The preferred shares contain conversion features
which result in the Company&#146;s obligation to redeem such
shares being conditional. Therefore, under US GAAP, these shares
are outside the scope of SFAS&nbsp;150. In such a case,
redeemable preferred shares subject to mandatory redemption
requirements that are outside the control of the issuer are
excluded from &#147;shareholders&#146; equity (deficiency)&#148;
and presented separately in the issuer&#146;s balance sheet
between liabilities and shareholders&#146; equity (deficiency).
The related accretions of $17.3&nbsp;million as of
September&nbsp;30, 2004 are presented as a charge to retained
earnings or, in the absence of retained earnings, by charges
against share capital.
</FONT>

<P align="center"><FONT size="2">60
</FONT>
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<DOCUMENT>
<TYPE>EX-4.20
<SEQUENCE>21
<FILENAME>t14763exv4w20.htm
<DESCRIPTION>EX-4.20
<TEXT>
<HTML>
<HEAD>
<TITLE>exv4w20</TITLE>
</HEAD>
<BODY bgcolor="#FFFFFF">
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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="center" style="font-size: 10pt"><IMG src="t14763t14762048.gif">


<TABLE width="90%">
<TR><TD style="font-size: 1pt; color: #FFFFFF">Preliminary Views on Value</TD>
</TR>
</TABLE>


<TABLE width="90%">
<TR><TD style="font-size: 1pt; color: #FFFFFF"><B>Project Ring</B></TD>
</TR>
</TABLE>



<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="center" style="font-size: 10pt"><IMG src="t14763t14762049.gif">


<TABLE width="90%">
<TR><TD style="font-size: 1pt; color: #FFFFFF">Process Update Process Update Industry Overview Capital Markets Perspective RCM
Overview Microcell Overview Approach to Value Financial Forecasts Preliminary
Views on Value</TD>
</TR>
</TABLE>


<TABLE width="90%">
<TR><TD style="font-size: 1pt; color: #FFFFFF"><B>Project Ring </B>1</TD>
</TR>
</TABLE>



<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="center" style="font-size: 10pt"><IMG src="t14763t14762050.gif">


<TABLE width="90%">
<TR><TD style="font-size: 1pt; color: #FFFFFF">Overview</TD>
</TR>
</TABLE>


<TABLE width="90%">
<TR><TD style="font-size: 1pt; color: #FFFFFF">&#149;Rogers Wireless Communications Inc. (&#147;RCM&#147;or the &#147;Company&#148;) is considering
executing a Substantial Issuer Bid</TD>
</TR>
</TABLE>


<TABLE width="90%">
<TR><TD style="font-size: 1pt; color: #FFFFFF">&#149;The transaction will have the effect of transferring financial leverage
related to RCI Communications&#146; (&#147;RCI&#148;) acquisition of AWE&#146;s stake in RCM from
RCI to RCM</TD>
</TR>
</TABLE>


<TABLE width="90%">
<TR><TD style="font-size: 1pt; color: #FFFFFF">&#149;Potential transaction would be subject to formal valuation requirements (OSC
Rule&nbsp;61-501, Quebec Policy Q-27 and RCM&#146;s Minority Shareholder Protection
Agreement)</TD>
</TR>
</TABLE>


<TABLE width="90%">
<TR><TD style="font-size: 1pt; color: #FFFFFF">&#149;BMO Nesbitt Burns retained to provide formal valuation of Class&nbsp;B Restricted
Voting Shares</TD>
</TR>
</TABLE>


<TABLE width="90%">
<TR><TD style="font-size: 1pt; color: #FFFFFF">&#149;Formal valuation is to be conducted pro forma Microcell acquisition</TD>
</TR>
</TABLE>


<TABLE width="90%">
<TR><TD style="font-size: 1pt; color: #FFFFFF">&#149;This draft document provides preliminary views on value based onwork done to
date</TD>
</TR>
</TABLE>


<TABLE width="90%">
<TR><TD style="font-size: 1pt; color: #FFFFFF">&#149;Closure on outstanding issues/due diligence, including feedback from the
Independent Committee and finalization of terms of the issuer bid transaction,
are required for BMO Nesbitt Burns to be in a position to provide the formal
valuation</TD>
</TR>
</TABLE>


<TABLE width="90%">
<TR><TD style="font-size: 1pt; color: #FFFFFF"><B>Project Ring </B>2</TD>
</TR>
</TABLE>



<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="center" style="font-size: 10pt"><IMG src="t14763t14762051.gif">


<TABLE width="90%">
<TR><TD style="font-size: 1pt; color: #FFFFFF">Work Status</TD>
</TR>
</TABLE>


<TABLE width="90%">
<TR><TD style="font-size: 1pt; color: #FFFFFF">&#149;Process to be conducted:
- -information request list provided to management
- -preliminary information received
- -organizational meeting
- -financial modeling working session
- -conference call (financial model)
- -management due diligence session
- -management due diligence (financial model)
- -approach to value internal beat-up
- -preliminary views as to value internal beat-up
- -conference call (general due diligence)
- -management confirmation of forecast
- -preliminary valuation internal beat-up
- -final due diligence
- -review RCI intention
- -deliver final valuation report</TD>
</TR>
</TABLE>


<TABLE width="90%">
<TR><TD style="font-size: 1pt; color: #FFFFFF">&#149;BMO Nesbitt Burns would expect to deliver a
formal valuation to the Independent Committee a week
after this presentation subject to timely completion
of duediligence and finalization of the terms of the
issuer bid transaction
<B>Project Ring </B>3</TD>
</TR>
</TABLE>



<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="center" style="font-size: 10pt"><IMG src="t14763t14762052.gif">


<TABLE width="90%">
<TR><TD style="font-size: 1pt; color: #FFFFFF">Status of Work</TD>
</TR>
</TABLE>


<TABLE width="90%">
<TR><TD style="font-size: 1pt; color: #FFFFFF">&#149;Outstanding Items/Due Diligence:
- -due diligence sessions:
legal
auditors
- -management certificate</TD>
</TR>
</TABLE>


<TABLE width="90%">
<TR><TD style="font-size: 1pt; color: #FFFFFF">Project Ring 4</TD>
</TR>
</TABLE>



<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="center" style="font-size: 10pt"><IMG src="t14763t14762053.gif">


<TABLE width="90%">
<TR><TD style="font-size: 1pt; color: #FFFFFF">Scope of Review</TD>
</TR>
</TABLE>


<TABLE width="90%">
<TR><TD style="font-size: 1pt; color: #FFFFFF">&#149;Annual Reports, Annual Information Forms and Management Proxy Circulars and
Quarterly Reports (1999-2003)</TD>
</TR>
</TABLE>


<TABLE width="90%">
<TR><TD style="font-size: 1pt; color: #FFFFFF">&#149;3-yr Strategic Plan (Dated Feb 3, 2004)
- -3&nbsp;year historical management reports</TD>
</TR>
</TABLE>


<TABLE width="90%">
<TR><TD style="font-size: 1pt; color: #FFFFFF">&#149;FY 2004 -2006 summary Budget (dated mid-September&nbsp;2004)</TD>
</TR>
</TABLE>


<TABLE width="90%">
<TR><TD style="font-size: 1pt; color: #FFFFFF">&#149;Draft Board presentation on Microcellacquisition (dated September&nbsp;16, 2004)</TD>
</TR>
</TABLE>


<TABLE width="90%">
<TR><TD style="font-size: 1pt; color: #FFFFFF">&#149;Presentation to credit rating agencies (week of October&nbsp;25, 2004)</TD>
</TR>
</TABLE>


<TABLE width="90%">
<TR><TD style="font-size: 1pt; color: #FFFFFF">&#149;Management due diligence sessions</TD>
</TR>
</TABLE>


<TABLE width="90%">
<TR><TD style="font-size: 1pt; color: #FFFFFF">&#149;Management forecast 2004-2009 based on management due diligence sessions
Project Ring 5</TD>
</TR>
</TABLE>



<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="center" style="font-size: 10pt"><IMG src="t14763t14762054.gif">


<TABLE width="90%">
<TR><TD style="font-size: 1pt; color: #FFFFFF">Assumptions and Limitations</TD>
</TR>
</TABLE>


<TABLE width="90%">
<TR><TD style="font-size: 1pt; color: #FFFFFF">&#149;Among other things; BMO Nesbitt Burns has
relied upon, and assumed:</TD>
</TR>
</TABLE>


<TABLE width="90%">
<TR><TD style="font-size: 1pt; color: #FFFFFF">- the review by BMO Nesbitt
Burns did not encompass a review of a complete
copy of the TDSI/Management financial model as
Management has indicated thatit was the
intellectual property of TDSI</TD>
</TR>
</TABLE>


<TABLE width="90%">
<TR><TD style="font-size: 1pt; color: #FFFFFF">- the completeness, accuracy
and fair presentation of all financial or
other information obtained from public
sources or provided by management or the
Company</TD>
</TR>
</TABLE>


<TABLE width="90%">
<TR><TD style="font-size: 1pt; color: #FFFFFF">- thatforecasts, projections and
budgets are reasonable in the circumstances
and consistent with historical operating
experience and accounting policies andreflect
the best currently available estimates or
judgments of management and the Company</TD>
</TR>
</TABLE>


<TABLE width="90%">
<TR><TD style="font-size: 1pt; color: #FFFFFF">- that no prior valuations
relating to the Company, its subsidiaries
(including Microcell) or any of their
businesses or assets have been prepared during
the past 24&nbsp;months</TD>
</TR>
</TABLE>


<TABLE width="90%">
<TR><TD style="font-size: 1pt; color: #FFFFFF">- that there is no plan or
proposal for any material change in theaffairs
of the Company or any of its subsidiaries
aside from the Microcellacquisition</TD>
</TR>
</TABLE>


<TABLE width="90%">
<TR><TD style="font-size: 1pt; color: #FFFFFF">- that no formal offers or
negotiations for all or a material partof the
securities or assets of the Company or any of
its subsidiaries have been made or occurred
during the past 24&nbsp;months other than the offer
to acquire AWE&#146;s stake in RCM
<B>Project Ring 6</B></TD>
</TR>
</TABLE>



<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="center" style="font-size: 10pt"><IMG src="t14763t14762055.gif">


<TABLE width="90%">
<TR><TD style="font-size: 1pt; color: #FFFFFF">Industry Overview Process Update Industry Overview Capital Markets Perspective
RCM Overview Microcell Overview Approach to Value Financial Forecasts
Preliminary Views on Value
<B>Project Ring </B>7</TD>
</TR>
</TABLE>



<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="center" style="font-size: 10pt"><IMG src="t14763t14762056.gif">


<TABLE width="90%">
<TR><TD style="font-size: 1pt; color: #FFFFFF">Canadian Wireless Industry -Penetration Forecasts
Penetration Forecasts
Forecasts of market penetration differ substantially
Source: Yankee Group, BMO NB Research, RCM Management
A forward 5-year CAGR of 7.3% would achieve 65% market penetration by 2009
Canadian Wireless Subscriber Growth
Source: Canadian Wireless Telecommunications Association and RCMManagement
32.1%23.2%26.4%29.5%26.8%22.3%12.6%11.0%11.8%8.9%8.4%7.3%5.9%0.05.010.015.020.02
5.0199519961997199819992000200120022003200420052006200720082009Wireless
Subscribers0%5%10%15%20%25%30%35%YoY Growth Rate 2004 &#151; 2009 CAGR = 7.3%Total
Canadian Subscribers YoY Growth1999 &#151; 2004 CAGR = 167%Forecasted Canadian
Subscribers47%59%55%51%62%65%20304050607080200120022003200420052006200720082009P
enetration (%)Yankee&#146;s U.S.Yankee&#146;s 3-Yr Lagged CanadaYankee&#146;s CanadaRCMBMO NB
Research CanadaRBC CMResearch Canada
Project Ring 8</TD>
</TR>
</TABLE>



<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="center" style="font-size: 10pt"><IMG src="t14763t14762057.gif">


<TABLE width="90%">
<TR><TD style="font-size: 1pt; color: #FFFFFF">Global Wireless Industry -Market Penetration
Source: Yankee Group
Global Market Penetration Forecast
Canadian market penetration lags that of other developed markets
Time-Adjusted Market Penetration Since Service Launch
Recently Canada has de-coupled from tracking US trendline
Source: RCM 010203040506070809010020012002200320042005200620072008Penetration
(%)United Kingdom Finland Australia Japan South Korea United States Canada
Canada 3Yr lag 0% 25% 50% 75% 100% 10111213141516171819202122
France Japan Sweden UK USA Canada
Project Ring 9</TD>
</TR>
</TABLE>



<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="center" style="font-size: 10pt"><IMG src="t14763t14762058.gif">


<TABLE width="90%">
<TR><TD style="font-size: 1pt; color: #FFFFFF">Canadian Wireless Industry -Competition for Subscribers
Leading players converging on ability to win new customers
Market Share of Wireless Subscribers
Source: BMO NB Research Microcell RCM TelusBell 0% 5% 10% 15% 20% 25% 30% 35%
40% Q3/01Q4/01Q1/02Q2/02Q3/02Q4/02Q1/03Q2/03Q3/03Q4/03Q1/04Q2/04 Source: RCM
Quarterly Net Subscriber Additions RCMBell
MobilityTelusMicrocell0%5%10%15%20%25%30%35%40%45%Q3 &#145;03Q4 &#145;03Q1 &#145;04Q2 &#145;04Q3
&#145;0429.2%38.1%27.2%5.5%Annual 2003 Market Share
Project Ring 10</TD>
</TR>
</TABLE>



<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="center" style="font-size: 10pt"><IMG src="t14763t14762059.gif">


<TABLE width="90%">
<TR><TD style="font-size: 1pt; color: #FFFFFF">ARPU (blended)
Churn (blended)
Constant trend in ARPU over last several quarters
Churn trending downwards for industry. Microcellaffected by higher mix of
prepaid subs
Source: RCM
Source: RCM Canadian Wireless Industry -ARPU and
Churn$0.00$10.00$20.00$30.00$40.00$50.00$60.00$70.001Q002Q003Q004Q001Q012Q013Q01
4Q011Q022Q023Q024Q021Q032Q033Q034Q031Q042Q04 Monthly ARPU
0.0%0.5%1.0%1.5%2.0%2.5%3.0%3.5%4.0%1Q002Q003Q004Q001Q012Q013Q014Q011Q022Q023Q02
4Q021Q032Q033Q034Q031Q042Q04Monthly Churn
BellTelusRCMMicrocell
BellTelusRCMMicrocell
Project Ring 11</TD>
</TR>
</TABLE>



<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="center" style="font-size: 10pt"><IMG src="t14763t14762060.gif">


<TABLE width="90%">
<TR><TD style="font-size: 1pt; color: #FFFFFF">Canadian Wireless Industry -ARPU
ARPU (prepaid)
ARPU (postpaid)
Prepaid ARPU dramatically lower than Postpaid
Constant trend in postpaid ARPU over last several quarters
Source: RCM
Source: RCM
$0.00$10.00$20.00$30.00$40.00$50.00$60.00$70.001Q002Q003Q004Q001Q012Q013Q014Q011
Q022Q023Q024Q021Q032Q033Q034Q031Q042Q04Monthly ARPU
$0.00$10.00$20.00$30.00$40.00$50.00$60.00$70.001Q002Q003Q004Q001Q012Q013Q014Q011
Q022Q023Q024Q021Q032Q033Q034Q031Q042Q04Monthly ARPU
BellRCMMicrocell
BellRCMMicrocell
Project Ring 12</TD>
</TR>
</TABLE>



<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="center" style="font-size: 10pt"><IMG src="t14763t14762061.gif">


<TABLE width="90%">
<TR><TD style="font-size: 1pt; color: #FFFFFF">Canadian Wireless Industry -Churn
Churn (prepaid)
Churn (postpaid)
RCM not focused on prepaid churn
Postpaid churn trending downward for industry leaders
Source: RCM
Source: RCM
Note: Churn shown for TelusMobility is its blended churn
Note: Churn shown for TelusMobility is its blended churn
0.00%0.50%1.00%1.50%2.00%2.50%3.00%3.50%4.00%1Q002Q003Q004Q001Q012Q013Q014Q011Q0
22Q023Q024Q021Q032Q033Q034Q031Q042Q04Monthly Churn
0.00%0.50%1.00%1.50%2.00%2.50%3.00%3.50%4.00%4.50%5.00%1Q002Q003Q004Q001Q012Q013
Q014Q011Q022Q023Q024Q021Q032Q033Q034Q031Q042Q04<B>Montly Churn
BellRCMMicrocellTelus
BellRCMMicrocellTelus
Project Ring 13</B></TD>
</TR>
</TABLE>



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<TABLE width="90%">
<TR><TD style="font-size: 1pt; color: #FFFFFF">Canadian Wireless Industry -Revenue Mix (Voice vs. Data)
Source: Yankee Group
Data will become an increasingly important
source of revenue for the industry
99%91%92%93%94%95%97%100%0%20%40%60%80%100%20012002200320042005200620072008
Voice RevenueData
Revenue$5,536$7,297$6,464$8,964$8,540$8,084$9,549$9,295Canadian Wireless Voice
and Data Revenue Forecast
Project Ring 14</TD>
</TR>
</TABLE>



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<TABLE width="90%">
<TR><TD style="font-size: 1pt; color: #FFFFFF">EBITDA Margins
Margins continuing on an upward trend
Note: Bell Mobility data not available for periods prior to Q1/02
Source: RCM Historic EBITDA
Margins0.0%5.0%10.0%15.0%20.0%25.0%30.0%35.0%40.0%45.0%50.0%Q1/01Q2/01Q3/01Q4/01
Q1/02Q2/02Q3/02Q4/02Q1/03Q2/03Q3/03Q4/03Q1/04Q2/04Q3/04EBITDA MarginsMobility
RCMBell MobilityTelus
Project Ring 15</TD>
</TR>
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<TABLE width="90%">
<TR><TD style="font-size: 1pt; color: #FFFFFF">Capex as a % of Network Revenue reaching 11-14% for leading players
11%10%13%14%14%25%050100150200250Q1/01Q2/01Q3/01Q4/01Q1/02Q2/02Q3/02Q4/02Q1/03Q2
/03Q3/03Q4/03Q1/04Q2/04Capex (C$&nbsp;millions)-20%0%20%40%60%80%100%Capex as a % of
Network Revenue
Canadian Wireless Industry
- -CapexSpendRCMMicrocellBellTelus14%24%44%55%27%41%17%20%22%22%37%31%25%34%050100
150200250Q1/01Q2/01Q3/01Q4/01Q1/02Q2/02Q3/02Q4/02Q1/03Q2/03Q3/03Q4/03Q1/04Q2/04C
apex (C$&nbsp;millions)0%10%20%30%40%50%60%70%80%90%100%Capex as a % of Network
Revenue63%56%155%82%9%4%3%10%15%27%68%27%31%48%050100150200250Q1/01Q2/01Q3/01Q4/
01Q1/02Q2/02Q3/02Q4/02Q1/03Q2/03Q3/03Q4/03Q1/04Q2/04Capex (C$
millions)0%10%20%30%40%50%60%70%80%90%100%Capex as a % of Network
Revenue13%9%26%39%20%25%11%16%18%23%42%48%23%34%050100150200250Q1/01Q2/01Q3/01Q4
/01Q1/02Q2/02Q3/02Q4/02Q1/03Q2/03Q3/03Q4/03Q1/04Q2/04Capex (C$
millions)0%10%20%30%40%50%60%70%80%90%100%Capex as a % of Network
RevenueCapital expenditure figures not reported</TD>
</TR>
</TABLE>


<TABLE width="90%">
<TR><TD style="font-size: 1pt; color: #FFFFFF">Project Ring 16</TD>
</TR>
</TABLE>



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<TABLE width="90%">
<TR><TD style="font-size: 1pt; color: #FFFFFF">Canadian Wireless Industry -Competitors&#146;
Prepaid and Postpaid Strategies</TD>
</TR>
</TABLE>


<TABLE width="90%">
<TR><TD style="font-size: 1pt; color: #FFFFFF">Recent trend towards lower mix of prepaid customers
among leading players Prepaid/Postpaid Split (2Q
&#145;02)26%15%23%46%74%85%77%54%0%10%20%30%40%50%60%70%80%90%100%BellTelusRCMMicroce
llPercentage of Wireless SubscribersPrepaid/Postpaid Split (2Q
&#145;04)24%18%19%52%76%82%81%48%0%10%20%30%40%50%60%70%80%90%100%BellTelusRCMMicroce
llPercentage of Wireless Subscribers
PrepaidPostpaid
PrepaidPostpaid
Project Ring 17</TD>
</TR>
</TABLE>



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<TABLE width="90%">
<TR><TD style="font-size: 1pt; color: #FFFFFF">Canadian Wireless Market Trends
ARPU Growth
Timeline to 3G Introduction
Market has exhibited ARPU growth to date (2000 -2004 CAGR of 3.2%) but is
forecast to slow
RCM forecasts a flat to declining ARPU profile Canada appears to be on a
2-3&nbsp;year lag versus US market and more versus European markets Wide range of
estimates for 2009 penetration: Yankee Group 55%, RCM management 65%, RBC CM
Research 60.1%, UBS 61% by 2010 and, BMO NB Research 61.6% by 2008 Canadian
Penetration LevelsGrowth in DataFactors Influencing Churn Market seeing better
than expected growth in data revenue Boosts ARPU and margins Microcell
transaction reduces competition Disciplined pricing environment Anticipated
entry of Virgin into prepaid market in 2005 Growth in prepaid customers
Potential for wireless number portability, but not likely until post 2005
Introduction of 3G Timing of capex spend being accelerated by some
competitors, delayed by others Likely to emerge in the US first, impacting
Canadian roaming revenues Handset development importantImpact of Wi-Fi / WiMax
Potential risk to cellular industry long term Not yet a topic of concern among
industry analysts
Project Ring 18</TD>
</TR>
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<TABLE width="90%">
<TR><TD style="font-size: 1pt; color: #FFFFFF">Canadian Wireless Market -Analyst Commentary
Research analysts generally positive on industry outlook Research Scotia
Capital Henderson, John Fall 2004 &#147;Our work shows the most important driver of
value increases in the wireless industry is ARPU growth, followed by reductions
in churn, cost of acquisition declines, and growth in subscriber additions.
Year-to-date growth in ARPU has continued at robust 5%&#043; levels, of which we
estimate 40% is derived from wireless data adoption&#148; BMO Nesbitt Burns Rhamey,
Peter October&nbsp;1, 2004 &#147;In the wireless segment, performance has been
impressive, characterized by strong top-line growth and improved cost
efficiencies&#148; RBC Capital Markets Talbot, Richard October&nbsp;1, 2004 &#147;Following a
strong 2003, Canada&#146;s wireless operators continued to exceed the high end of
expectations in the first half of 2004. Both financial and operating metrics
for the four major operators continued to improve.&#148; &#147;The launch of Virgin
Mobile Canada in early 2005 will likely result in increased competition in the
prepaid market. As a result we forecast that customer churn levels will
actually increase in the near term (2005), before declining in 2006.&#148; TD
Securities Lambert, David July&nbsp;20, 2004 &#147;...increased minutes of use and a
subscriber growth acceleration could drive all four carriers to increase their
capex guidance&#148;
Project Ring 19</TD>
</TR>
</TABLE>



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<TABLE width="90%">
<TR><TD style="font-size: 1pt; color: #FFFFFF">Capital Markets Perspective Process Update Industry Overview Capital Markets
Perspective RCM Overview Microcell Overview Approach to Value Financial
Forecasts Preliminary Views on Value
Project Ring 20</TD>
</TR>
</TABLE>



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<TABLE width="90%">
<TR><TD style="font-size: 1pt; color: #FFFFFF">Relative Performance
RCM showing strong performance Relative PerformanceJan 1, 2004 -Nov 8,
2004050100150200250Jan-04Apr-04Jul-04Oct-04Western Wireless 51% RCM 57% US
Cellular 19%Nextel 0%AT&#038;T Wireless 85% Microcell 104%Feb-17-2004Cingular
announces bid for AT&#038;T WirelessMay-13-2004TELUS launches bid for
MicrocellRelative PerformanceJan 1, 2003 -Nov 8,
20040100200300400500600700Jan-03Apr-03Jul-03Oct-03Jan-04Apr-04Jul-04Oct-04Wester
n Wireless 472% RCM 199% US Cellular 62%Nextel 123%AT&#038;T Wireless 140% Microcell
138%May-13-2004TELUS launches bid for MicrocellFeb-17-2004Cingular announces
bid for AT&#038;T Wireless
Project Ring21</TD>
</TR>
</TABLE>



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<TABLE width="90%">
<TR><TD style="font-size: 1pt; color: #FFFFFF">RCM -Turn of the Float Analysis
Approximately 99% of float has turned at or below current share price of $43.97
5%25%33%19%12%1%4%1%5%30%64%82%94%95%99%100%0%20%40%60%80%100%120%$31-$33$33-$35
$35-$37$37-$39$39-$41$41-$43$43-$45$45-$47Volume (%)Current Price (8-Nov-04):
$43.97Non CumulativeCumulativeNote: Last turn of float (June&nbsp;2004 to Nov
2004)RCM &#151; Turn of the Float Analysis
Project Ring 22</TD>
</TR>
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<TABLE width="90%">
<TR><TD style="font-size: 1pt; color: #FFFFFF">Share Price Performance
Strong performance despite announcement of potentially high leverage post
re-capitalization transaction
Price$10$15$20$25$30$35$40$45$50Jan-04Mar-04May-04Jul-04Sep-04Nov-04Share Price
(C$)13-Sept-04RCI to acquire AT&#038;T Wireless&#146; stake in RCM for cash consideration
of $36.37 per shareRCMShare Price PerformanceYear-to-Date28-April-04RCI
receives letter from AT&#038;T Wireless&#146; of its intention to explore monetization of
its RCM stake17-Feb-04RCM prices private placement of US$750 Million Notes
26-Oct-04RCM announces 3rd 03-Nov-04CRTC approvesMicrocell
transaction16-Sept-04RCM makes filings with the Canadian Competition Bureau
regarding Microcell20-Sept-04RCM announces agreement to purchase Microcell for
cash consideration of $35/share05-Nov-04Microcell quarter results; indicates
intention to fund both Microcell &#038; AWE stake purchases with debttransaction
offer expires. 96% of class A shares tendered to RCM offer 3-Sept-04RCI and AWE
enter agreement to facilitate possible sale by AWE of its entire 34% stake in
RCM
<B>Project Ring 23</B></TD>
</TR>
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<TABLE width="90%">
<TR><TD style="font-size: 1pt; color: #FFFFFF"><B>Wide range of target prices although most agree RCM is an &#147;Outperform&#148;</B>
Analysts&#146; Views Rogers Wireless EPS Estimate EBITDA Estimate Firm
Recommendations Current Target Price (C$) % Change Year over Year Date 2004E
2005E 2004E 2005E Selected Commentary RBC Capital Markets Outperform $50.00 85%
27-Oct-04 $1.36 $2.13 $940 $1,122 &#147;RCM shares trade at 8.9x 2004E and 7.2x
2005E EBITDA, a premium to US wireless peers at 7.1x and 6.5x, which we feel is
warranted given RCM&#146;s superior EBITDA growth and more favourable competitive
environement.&#148; Merril Lynch Outperform $50.00 N/A 27-Oct-04 N/A N/A N/A N/A N/A
CIBC World Markets Outperform $52.00 73% 26-Oct-04 $1.40 $0.02 $935 $1,049
&#147;Rogers Wireless continues to generate strong operating results driven by
healthy post-paid subscriber growth, impressive increases in ARPU, strong
network revenue growth, significant margin improvements and attractive free
cash flow. In our view this reflects the attractive fundamentals associated
with the Canadian wireless sector&#148; BMO Nesbitt Burns Hold $47.00 45% 26-Oct-04
$1.39 $2.80 $934 $1,100 &#147;We have increased our revenue estimates by 3-4% in
2004 and 2005 to reflect good subscriber and ARPU performance... Our 2005
estimate (EBITDA)&nbsp;has been increased to reflect the stronger growth outlook for
the company&#148; Credit Suisse First Boston Outperform $48.00 92% 26-Oct-04 $1.24
$2.98 $921 $1,053 &#147;On a longer term view, the acquisition should enable Rogers
to add to its spectrum holdings, lower operating costs and add a significant
brand in the pre-paid segment... Microcell standalone EBITDA margin could rise
to the level of Rogers Wireless&#148; Scotia Capital Outperform $65.00 71% 27-Oct-04
$1.54 $2.80 $943 $1,350 &#147;Rogers Wireless currently trades at 7.7x EV/EBITDA
(NTM). Rogers Wireless&#146; US peer group valuation multiples are 6x-7x (excluding
AWE at 11x). Our $65 target price represent a 7.5x multiple... We believe the
dynamics of the Canadian wireless market are far more attractive than in the
US&#148;
<B>Project Ring24</B></TD>
</TR>
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<TABLE width="90%">
<TR><TD style="font-size: 1pt; color: #FFFFFF">RCM Overview Process Update Industry Overview Capital Markets Perspective RCM
Overview Microcell Overview Approach to Value Financial Forecasts Preliminary
Views on Value
<B>Project Ring 25</B></TD>
</TR>
</TABLE>



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<TABLE width="90%">
<TR><TD style="font-size: 1pt; color: #FFFFFF">Historical Operating Statistics -RCM <B>Cost of
Acquisition</B>$279$295$377$390$366$398$428$385$361$416$362$372$344<B>$0$50$100$150$200
$250$300$350$400$450Q3/01Q4/01Q1/02Q2/02Q3/02Q4/02Q1/03Q2/03Q3/03Q4/03Q1/04Q2/04
Q3/04Cost of AcquisitionARPU by
Product$0.00$10.00$20.00$30.00$40.00$50.00$60.00$70.00Q3/01Q4/01Q1/02Q2/02Q3/02Q
4/02Q1/03Q2/03Q3/03Q4/03Q1/04Q2/04Q3/04ARPU (monthly)</B>Postpaid ARPUPrepaid
ARPUPaging ARPU<B>Net Subscriber AdditionsChurn (Blended)</B>PrepaidPostpaid Market
share of net adds
2.63%2.01%1.93%2.23%2.65%2.07%2.13%2.02%1.98%2.23%1.97%2.14%2.03%<B>0.00%1.00%2.00%
3.00%Q3/01Q4/01Q1/02Q2/02Q3/02Q4/02Q1/03Q2/03Q3/03Q4/03Q1/04Q2/04Q3/04Churn
Rate
(Monthly)</B>58.1106.010.8(7.8)17.323.7(11.0)(11.6)18.26.4(29.4)(5.7)8.755.474.254.2
71.371.4123.061.275.797.0166.283.288.388.833.9%26.7%23.3%25.8%22.0%29.5%22.7%31.
7%30.6%20.4%22.8%24.6%26.8%(50.0)0.050.0100.0150.0200.0Q3/01Q4/01Q1/02Q2/02Q3/02
Q4/02Q1/03Q2/03Q3/03Q4/03Q1/04Q2/04Q3/04<B>Net Additions
(000s)</B>0%5%10%15%20%25%30%35%40%<B>Market share of net adds
Project Ring 26</B></TD>
</TR>
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<TABLE width="90%">
<TR><TD style="font-size: 1pt; color: #FFFFFF">Historical Operating Performance -RCM
<B>Network Revenue and EBITDA Margins
Free Cash Flow Generation(1)
Strong historic margin improvements and cash flow generation</B>
1.Defined as EBITDA -Capex
(100.0)(50.0)0.050.0100.0150.0200.0250.0300.0Q3/01Q4/01Q1/02Q2/02Q3/02Q4/02Q1/03
Q2/03Q3/03Q4/03Q1/04Q2/04Q3/04<B>($
millions)41.9%29.6%21.8%33.2%36.5%40.7%30.6%39.8%41.1%26.9%30.1%34.3%26.1%</B>010020
0300400500600700Q3/01Q4/01Q1/02Q2/02Q3/02Q4/02Q1/03Q2/03Q3/03Q4/03Q1/04Q2/04Q3/0
4<B>Network Revenue ($&nbsp;millions)</B>0%5%10%15%20%25%30%35%40%45%<B>EBITDA Margin
Project Ring 26</B></TD>
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<TABLE width="90%">
<TR><TD style="font-size: 1pt; color: #FFFFFF">RCM -Key Business Issues
<B>Competition for MicrocellSubs
Large Prepaid Component of MicrocellSubs</B>
Near-term, Microcellsubs targeted heavily by competitors
BCE already has specific offering to Microcellsubs
RCM to maintain City Fido plan
RCM forecasting Year 1 net loss of 15% of Microcellpostpaid subs post
&#147;reacquisition&#148; efforts
Microcell&#146;sportfolio more prepaid than RCM&#146;s(52% vs 19%)
RCM focused on postpaid subs, implying high true $/sub acquisition cost
for the deal
<B>Spectrum Value / Sale?</B>
Management currently assumes the sale of 10 MHz of spectrum in 2006 for
$200m
Several reasons why this assumption could be challenged: i) demand
questionable; ii) valuation challenging, iii) may be attractive to keep long
term Timing of UMTS and other technologies uncertain, affecting
capexforecasting Analysts comment that BCE and TELUS better positioned for 3G
wave given their relatively greater debt capacities<B>UMTS Spend and 3G
PreparednessLeadership in Data Revenue </B>RCM forecasts greater-than-average
portion of data in overall network revenue Forecast based on fact that RCM is
the leader in the data markettoday Industry churn likely to rise initially but
then settle again (similar to the impact felt in US) Not expected until after
2005 in Canada<B>Impact of Local Number Portability
Project Ring28</B></TD>
</TR>
</TABLE>



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<TABLE width="90%">
<TR><TD style="font-size: 1pt; color: #FFFFFF">MicrocellOverview Process Update Industry Overview Capital Markets Perspective
RCM Overview Microcell Overview Approach to Value Financial Forecasts
Preliminary Views on Value
<B>Project Ring29</B></TD>
</TR>
</TABLE>



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<TABLE width="90%">
<TR><TD style="font-size: 1pt; color: #FFFFFF">Historical Operating Statistics -Microcell
2.60%3.00%2.80%2.80%2.80%3.90%3.80%2.60%3.30%3.30%3.50%2.80%3.30%0.00%1.00%2.00%
3.00%4.00%5.00%Q3/01Q4/01Q1/02Q2/02Q3/02Q4/02Q1/03Q2/03Q3/03Q4/03Q1/04Q2/04Q3/04
<B>Churn Rate (monthly)Net Subscriber AdditionsChurn (Blended)</B>
9.948.529.031.148.329.6(8.9)(17.8)27.832.3(1.0)(29.3)(1.9)56.851.8(2.4)11.9(42.4
)(59.8)(31.1)(10.4)13.575.113.445.977.72.3%10.6%16.6%19.1%5.2%5.0% (10.0%)
(6.3%)
(25.2%)13.8%9.3%13.7%15.7%(80)(60)(40)(20)020406080100Q3/01Q4/01Q1/02Q2/02Q3/02Q
4/02Q1/03Q2/03Q3/03Q4/03Q1/04Q2/04Q3/04<B>Net Additions (000s) </B>(30%) (25%) (20%)
(15%) (10%) (5%)0%5%10%15%20%25%PrepaidPostpaid % of Net Adds<B>Market Share of
Net AddsCost of AcquisitionARPU by Product</B>Prepaid ARPUPostpaid
$311$262$298$294$251$287$274$261$254241$289$253$250$0$30$60$90$120$150$180$210$2
40$270$300$330Q3/01Q4/01Q1/02Q2/02Q3/02Q4/02Q1/03Q2/03Q3/03Q4/03Q1/04Q2/04Q3/04<B>C
ost of Acquisition</B>
$0.00$10.00$20.00$30.00$40.00$50.00$60.00$70.00Q3/01Q4/01Q1/02Q2/02Q3/02Q4/02Q1/
03Q2/03Q3/03Q4/03Q1/04Q2/04Q3/04<B>ARPU (monthly)</B>ARPU</TD>
</TR>
</TABLE>


<TABLE width="90%">
<TR><TD style="font-size: 1pt; color: #FFFFFF"><B>Project Ring 30</B></TD>
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<TABLE width="90%">
<TR><TD style="font-size: 1pt; color: #FFFFFF">Historical Operating Performance -Microcell
<B>Revenue and EBITDA Margins
Free Cash Flow Generation (1)</B>
1.Defined as EBITDA -Capex
<B>Microcell&#146;s margins and cash flow generation are depressed</B>
(120)(100)(80)(60)(40)(20)02040Q3/01Q4/01Q1/02Q2/02Q3/02Q4/02Q1/03Q2/03Q3/03Q4/0
3Q1/04Q2/04Q3/04<B>($&nbsp;millions)
25.5%14.9%15.8%18.2%9.7%17.5%12.9%-1.5%20.2%25.2%22.7%9.8%3.8%</B>020406080100120140
160180Q3/01Q4/01Q1/02Q2/02Q3/02Q4/02Q1/03Q2/03Q3/03Q4/03Q1/04Q2/04Q3/04<B>Revenue
($millions)</B>(5%)0%5%10%15%20%25%30%<B>EBITDA Margin</B>Margin RevenueEBITDA
31<B>Project Ring</B></TD>
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<TABLE width="90%">
<TR><TD style="font-size: 1pt; color: #FFFFFF"><B>Analysts fairly consistent regarding synergies,
PV of tax losses and pro forma leverage</B>
Analysts&#146; Summary of MicrocellTransaction <B>RBC BMO Scotia CSFB Valuation </B>7.25x
EV/EBITDA &#145;05/&#146;06 7.4x EV/EBITDA &#145;05/&#146;adds $4.00 to share price &#147;Fairly benign&#148;
<B>Annual Synergies </B>$54m in &#145;05 $111m in &#145;06 <B>Network EBITDA margin to 43.2% in &#145;06</B>
$150-200m of EBITDA Large component from network integration $100m &#043; EBITDA
improvement $90m EBITDA upside to 200s <B>PV of Tax Losses Value </B>$100 &#151; $200m
$300m $300m $250m <B>Leverage </B>Strong free cash flow reduces financing risk
Expected to rise to 5.0-5.5x Net Debt/LTM EBITDA Pro forma 5.2x Debt/ EBITDA in
2005 5.2x Debt/EBITDA <B>Research RBC Capital Markets </B>Talbot, Richard October&nbsp;14,
2004 &#147;The migration path for GSM players to the next generation (3G networks is
expected to be costly. As a result, Rogers&#146; future capex requirements are
likely to be further increased following the purchase. While none of the
Canadian wireless carriers have yet made public their plans with respect to 3G
we estimate it will likely be a 2006 event at the earliest... Rogers may be at
a disadvantage to TELUS Mobility and Bell Mobility, which have less debt
leverage, and the ability to move quickly to 3G and gain competitive advantage
over RCM.&#148; <B>BMO Nesbitt Burns </B>Rhamey, Peter September&nbsp;21, 2004 &#147;We note that for
TELUS and Bell Canada, the prospect of Rogers Wireless gaining market share
advantage is amply offset by the prospect that the competitive dynamics in the
industry have improved and that Rogers Wireless with significant debt will
price rationally going forward.&#148;
06Deal 32<B>Project Ring</B></TD>
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<TABLE width="90%">
<TR><TD style="font-size: 1pt; color: #FFFFFF">Approach to Value Process Update Industry Overview Capital Markets Perspective
RCM Overview Microcell Overview Approach to Value Financial Forecasts
Preliminary Views on Value
33<B>Project Ring</B></TD>
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<TABLE width="90%">
<TR><TD style="font-size: 1pt; color: #FFFFFF">Approach to Value
&#149;BMO Nesbitt Burns has examined three methodologies
- -discounted cash flow approach
- -comparable trading approach
- -precedent transaction approach
&#149;En-bloc value:
- -highest price available in an open and unrestricted market
- -no adjustment for liquidity, lack of control or effect of transaction
- -Must consider potential buyers: <B>Review of Potential Buyers International
Buyers </B>Blocked by foreign ownership restrictions <B>Bell </B>Almost certain to be
blocked by Competition Bureau <B>Telus </B>Almost certain to be blocked by Competition
Bureau <B>Shaw Communications </B>Potential buyer but without significant synergies,
only bundling capabilities <B>Qu&#233;becor &#151; Videotron </B>Potential buyer but without
significant synergies, only bundling capabilities <B>Financial Buyers </B>Possible, no
operational synergy value created. Full use of tax losses not certain <B>Rogers
Communications </B>Potential buyer but without significant synergies, only bundling
capabilities -Little synergy value expected from buyer universe
34<B>Project Ring</B></TD>
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<TABLE width="90%">
<TR><TD style="font-size: 1pt; color: #FFFFFF">Methodology #1: Discounted Cash Flow Approach
&#149;Methodology:
- -based on Management&#146;s forecast for 2005 -2009
- -mid-period discounting
- -tax loss carry-forwards modeled/valued separately
&#149;Key assumptions:
- -pro forma Microcell
- -effective assessment date as of Monday November, 8th
- -WACC of 9.5% -10.5%, tax loss carry-forwards discounted at Cost of Equity
- -pre Issuer Bid financing
&#149;Key limitations:
- -highly sensitive to financial assumptions
- -terminal value calculation assumes a &#147;steady state&#148;, difficult to assess in
the volatile wireless industry
35<B>Project Ring</B></TD>
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<TABLE width="90%">
<TR><TD style="font-size: 1pt; color: #FFFFFF">Methodology #2: Comparable Trading Approach
&#149;Methodology:
- -observed trading multiples from the North American wireless industry
- -focused on EV/EBITDA multiples for 2005 and 2006 and P/E multiples for 2006
- -derived trading value range applying selected multiples
- -applied take-over premium reflecting premiums paid in precedent Canadian
public company transactions
&#149;Key limitations:
- -post acquisition of Microcellthere are no publicly traded comparable companies
in Canada
- -while not directly comparable due to differences in size, growthpotential,
coverage, network and industry dynamics between the U.S. and Canada, we believe
that the U.S. companies such as Nextel, AT&#038;T Wireless (pre bid), US Cellular
and Western Wireless may provide benchmarks
- -the wireless industry is more mature in Europe and Japan and less mature in
Asia Pacific, Africa and South America rendering companies in these markets
less comparable to RCM
- -observed trading multiples may reflect factors not to be taken into account in
an assessment of en-bloc value (e.g. liquidity, minority discounts)
36<B>Project Ring</B></TD>
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<TABLE width="90%">
<TR><TD style="font-size: 1pt; color: #FFFFFF">Methodology #3: Precedent Transaction Approach
&#149;Methodology:
- -considered recent transactions with purchase prices greater than$500&nbsp;million
principally in the U.S. and Europe
- -focused more specifically on the Cingular/ AT&#038;T Wireless, BCE / Bell Mobility,
and RCM / Microcelltransactions in particular
- -relied primarily on: EV/EBITDA, adjusted for announced synergies, and,
premiapaid
&#149;Key limitations:
- -there have been very few relevant, comparable completed public transactions in
the wireless industry in recent years (i.e. unaffected by Tech bubble)
<B>37Project Ring</B></TD>
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<TABLE width="90%">
<TR><TD style="font-size: 1pt; color: #FFFFFF">Financial Forecasts Process Update Industry Overview Capital Markets
Perspective RCM Overview Microcell Overview Approach to Value Financial
Forecasts Preliminary Views on Value
38<B>Project Ring</B></TD>
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<TABLE width="90%">
<TR><TD style="font-size: 1pt; color: #FFFFFF">Background to Development of the Management Case
&#149;BMO NB has developed the &#147;Management Case&#148; model on behalf of Management
- -BMO NB has made clear to Management that this is RCM&#146;smodel and we have acted
as designers and builders on their behalf
- -Management has at various times reviewed and vetted the model created
&#149;Model developed through:
- -initial budget and forecast figures supplied by Management (internal budgets
&#145;04 -&#146;06) and copies of Board and Credit Rating Agency presentations regarding
the Microcellacquisition
- -sessions with Management adjusting assumptions and forecasts to arrive at a
current Management view of both RCM stand-alone and RCM pro forma Microcell
<B>39Project Ring</B></TD>
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<TABLE width="90%">
<TR><TD style="font-size: 1pt; color: #FFFFFF">Model Logic -Subscriber Base
<B>Canadian Population
Wireless Market Penetration
Wireless Market Size and Annual &#147;Net Adds&#148;
RCM Existing Market Share
RCM Market Share of Net Adds
RCM Subscribers (&#147;Subs&#148;)
MicrocellSubs Acquired
One-time Loss of MicrocellSubs
Pro Forma MergeCo Subs
Annual Net Adds
Annual Deactivations (Both RCM and MicrocellSubs)
Gross Adds (Both RCM and MicrocellSubs)
X
&#043;
&#043;</B>
- -
=
- -
<B>&#043;
= % Post-Paid Subscribers</B>-<B>Higher value becausehigher ARPU% Pre-Paid
Subscribers</B>-<B>lower valuebecause lower ARPU</B>
40<B>Project Ring</B></TD>
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<TABLE width="90%">
<TR><TD style="font-size: 1pt; color: #FFFFFF">Model Logic -Revenues
<B>Number of Subs
Average Revenue Per User -&#147;ARPU&#148;
Cellular Revenue
X
Roaming Revenue
Data Revenue
One-way Messaging
Network Revenues
Equipment Sales
&#043;
&#043;
&#043;</B>
=
<B>&#043;</B>
- -<B>Essentially a pass-through with
little or no margin
Total Revenue</B>
=
<B>Focus for Management</B>
41<B>Project Ring</B></TD>
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<TABLE width="90%">
<TR><TD style="font-size: 1pt; color: #FFFFFF">Model Logic -Costs
<B>Number of Subs
Operating Costs -</B>Driven per Sub or through simple growth rates
- -Customer Service
- -Retention
- -Credit &#038; Collections
- -IT
- -Finance &#038; Accounting
- -Admin
- -Other
<B>X
Additional Microcell Opex
- -Schedule provided by Microcell
&#043;
One-time MicrocellTransition Costs
&#043;
Sales &#038; Marketing (&#147;Cost of Acquisition&#148;)</B>
- -<B>Large fixed cost component</B>
- -<B>Variable components driven by &#147;Gross Adds&#148;
&#043;
&#043;
Equipment Costs
Total Costs</B>
=
- -<B>Only in &#145;05 and &#145;06</B>
42<B>Project Ring</B></TD>
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<TABLE width="90%">
<TR><TD style="font-size: 1pt; color: #FFFFFF">Key Drivers -Market Share
<B>Strong penetration forecast offset somewhat by slight market share decline
forecast Canadian Wireless
Penetration</B>35%38%42%47%51%55%59%62%65%0.05.010.015.020.025.030.035.0200120022003
200420052006200720082009<B>(mm of Canadians)</B>0%10%20%30%40%50%60%70%<B>Market
Share</B>Voice penetration<B>Pro Forma Voice
Subscribers</B>37%36%34%34%34%35%0.01.02.03.04.05.06.07.08.0RingMuse2004
Combined20052006200720082009<B>Subscribers
(mm)</B>32%33%33%34%34%35%35%36%36%37%37%38%<B>Blended Market Share</B>Share
PostpaidPrepaidMarket
subsCanadian populationWireless 43<B>Project Ring</B></TD>
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<TABLE width="90%">
<TR><TD style="font-size: 1pt; color: #FFFFFF"><B>Forecast fairly consistent market share of Net Adds post 2007 </B>Key Drivers -Net
Additions<B>Net Subscriber
Additions</B>28%25%32%33%33%28%(50)-501001502002503003504004502004200520062007200820
09<B>Net Adds (000s)</B>0%5%10%15%20%25%30%35%<B>Market share of Net Postpaid
Adds</B>PrepaidPostpaidMarket Share of Net Postpaid Adds
44<B>Project Ring</B></TD>
</TR>
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<TABLE width="90%">
<TR><TD style="font-size: 1pt; color: #FFFFFF">Key Drivers -ARPU
<B>Moderate decline in postpaid ARPUs forecast</B>
Note: Average Revenue per User (ARPU)&nbsp;expressed on a monthly basis is defined
as cellular revenue divided by the average subscriber base for the period
1. Actuals for 2001 -2003 include some in-bound roaming revenue modelled
separately in forecasts for 2004 -2014
<B>RCM and New Subscribers&#146; ARPU(1)
Microcell Legacy Subscribers&#146; ARPU</B>
$55.78$56.16$53.56$52.58$51.91$51.24$50.59$49.94$57.25$13.00$12.75$12.50$11.75$1
1.50$11.02$10.08$10.17$10.29$0$10$20$30$40$50$60$7020012002200320042005200620072
0082009<B>Monthly ARPU</B>Postpaid
ARPU$48.45$48.97$50.04$51.69$51.69$15.00$15.00$15.00$15.00$15.00$0$10$20$30$40$5
0$60$7020052006200720082009<B>Monthly ARPU</B>Postpaid ARPU
ARPUPrepaid
ARPUPrepaid 45<B>Project Ring</B></TD>
</TR>
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<TABLE width="90%">
<TR><TD style="font-size: 1pt; color: #FFFFFF">Key Drivers -Monthly Churn
<B>Forecast moderate decline in churn to 2009</B>
Note: Churn is defined as lost subscribers divided by the average number of
subscribers in the period <B>Postpaid Subscriber Churn RatesPrepaid Subscriber
Churn
Rates</B>0.0%0.5%1.0%1.5%2.0%2.5%3.0%3.5%4.0%4.5%20012002200320042005200620072008200
9<B>Monthly
Churn</B>Forma0.0%0.5%1.0%1.5%2.0%2.5%3.0%3.5%4.0%4.5%200120022003200420052006200720
082009<B>Monthly Churn</B>Forma
RCMMicrocellPro
RingMicrocellPro 46<B>Project Ring</B></TD>
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<TABLE width="90%">
<TR><TD style="font-size: 1pt; color: #FFFFFF">Other Assumptions -PP&#038;E and Tax Attributes</TD>
</TR>
</TABLE>


<TABLE width="90%">
<TR><TD style="font-size: 1pt; color: #FFFFFF">&#149;Treatment of PP&#038;E</TD>
</TR>
</TABLE>


<TABLE width="90%">
<TR><TD style="font-size: 1pt; color: #FFFFFF">-RCM book and tax balances provided by class</TD>
</TR>
</TABLE>


<TABLE width="90%">
<TR><TD style="font-size: 1pt; color: #FFFFFF">-RCM book and tax depreciation rates provided by class</TD>
</TR>
</TABLE>


<TABLE width="90%">
<TR><TD style="font-size: 1pt; color: #FFFFFF">-capex details provided by class</TD>
</TR>
</TABLE>


<TABLE width="90%">
<TR><TD style="font-size: 1pt; color: #FFFFFF">-Microcell book PP&#038;E allocated to RCM PP&#038;E classes based on historical public
information</TD>
</TR>
</TABLE>


<TABLE width="90%">
<TR><TD style="font-size: 1pt; color: #FFFFFF">Microcell total UCC pools provided by RCM management and allocated to
classes based on Microcell book split
used same book and tax depreciation rates as for RCM</TD>
</TR>
</TABLE>


<TABLE width="90%">
<TR><TD style="font-size: 1pt; color: #FFFFFF">-capex savings from Microcell acquisition allocated to Network Equipment</TD>
</TR>
</TABLE>


<TABLE width="90%">
<TR><TD style="font-size: 1pt; color: #FFFFFF">&#149;Net Operating Losses (NOLs)</TD>
</TR>
</TABLE>


<TABLE width="90%">
<TR><TD style="font-size: 1pt; color: #FFFFFF">-total of approximately $2.8&nbsp;billion (post implementation of tax planning
strategies)</TD>
</TR>
</TABLE>


<TABLE width="90%">
<TR><TD style="font-size: 1pt; color: #FFFFFF">RCM has approximately $1.0&nbsp;billion</TD>
</TR>
</TABLE>


<TABLE width="90%">
<TR><TD style="font-size: 1pt; color: #FFFFFF">Microcellhas approximately $1.8&nbsp;billion</TD>
</TR>
</TABLE>


<TABLE width="90%">
<TR><TD style="font-size: 1pt; color: #FFFFFF">-full amount of NOLs available to shelter taxable income
47<B>Project Ring</B></TD>
</TR>
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<TABLE width="90%">
<TR><TD style="font-size: 1pt; color: #FFFFFF">Other Assumptions -Purchase Equation
<B>Over $600&nbsp;million of goodwill assumed Purchase Equation</B><I>(C$ mm)</I>Total purchase
price$1,287Less: book value of equity acquired($478)Excess purchase
price$809Allocation of excess purchase priceSpectrum and
Brand$173Goodwill$636Total$809<B>Key Assets</B><I>(C$ mm)</I><B>Microcell @RCM @Book
ValuesWrite-UpsFair Values</B>PP&#038;E$462$0$462Spectrum and
Brand$227$173$400Goodwill$0$636$636
48<B>Project Ring</B></TD>
</TR>
</TABLE>



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<TABLE width="90%">
<TR><TD style="font-size: 1pt; color: #FFFFFF">BMO NB Difference to Management Case
&#149;No credit given for sale of spectrum. Management forecasts $200million sale in
2006
<B>49Project Ring</B></TD>
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<TABLE width="90%">
<TR><TD style="font-size: 1pt; color: #FFFFFF">Financial Projections -Summary Data <B>Financial Projections2004-2009</B><I>(C$
millions)</I><B>200420052006200720082009CAGR</B>Network
Revenue$2,399.9$3,308.4$3,594.0$3,862.9$4,131.1$4,351.213%EBITDA
(1)913.51,224.61,437.91,619.01,806.41,929.216% <I>EBITDA Margin of Network
Revenue38.1%37.0%40.0%41.9%43.7%44.3%</I>Depreciation &#038;
Amortization$466.6$581.3$649.8$599.6$562.9$605.35%Capital
Expenditures416.0577.0456.8545.6425.0611.38%Cash
Taxes0.00.00.00.045.1447.6naEBITDA less
Capex497.5647.6981.11,073.41,381.41,317.922%EBITDA less Capex less Cash
Taxes497.5647.6981.11,073.41,336.4870.312%Total Debt /
EBITDA2.3x3.0x2.5x2.2x2.0x1.8xNet Debt / EBITDA2.1x2.6x1.6x0.9x0.1xna1.
Adjusted for one-time integration costs of $224.9 mm in 2005 and $1.5 mm in
2006
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<TR><TD style="font-size: 1pt; color: #FFFFFF">Incremental Impact of Microcell <B>Incremental Impact of Microcell</B><I>($
millions)</I><B>200420052006200720082009</B>Network Revenue
Stand-alone$2,399.9$2,676.9$2,958.2$3,288.6$3,537.8$3,740.0 Pro
Forma$2,399.9$3,308.4$3,594.0$3,862.9$4,131.1$4,351.2Incremental Network
Revenue$0.0$631.5$635.8$574.3$593.3$611.2EBITDA
Stand-alone$913.5$1,067.9$1,187.3$1,378.6$1,531.3$1,617.1 Pro
Forma(1)913.51,224.61,437.91,619.01,806.41,929.2Incremental
EBITDA$0.0$156.8$250.6$240.3$275.2$312.2Depreciation &#038; Amortization
Stand-alone$466.6$527.3$597.1$559.8$531.5$584.6 Pro
Forma466.6581.3649.8599.6562.9605.3Incremental Depreciation &#038;
Amortization$0.0$54.0$52.6$39.8$31.4$20.6Capital Expenditures
Stand-alone$416.0$489.0$572.8$685.6$454.0$683.3 Pro
Forma416.0577.0456.8545.6425.0611.3Incremental Capital
Expenditures$0.0$88.0($116.0)($140.0)($29.0)($72.0)Cash Taxes
Stand-alone$0.0$0.0$103.1$262.9$318.7$352.1 Pro
Forma0.00.00.00.045.1447.6Savings in Cash
Taxes$0.0$0.0$103.1$262.9$273.6($95.6)EBITDA less Capex
Stand-alone$497.5$578.9$614.5$693.1$1,077.3$933.8 Pro
Forma497.5647.6981.11,073.41,381.41,317.9Incremental EBITDA less
Capex$0.0$68.8$366.6$380.3$304.2$384.2EBITDA less Capex less Cash Taxes
Stand-alone$497.5$578.9$511.4$430.2$758.6$581.7 Pro
Forma497.5647.6981.11,073.41,336.4870.3Incremental EBITDA less Capex less Cash
Taxes$0.0$68.8$469.7$643.2$577.8$288.61. Adjusted for one-time integration
costs of $224.9 mm in 2005 and $1.5 mm in 2006
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<TR><TD style="font-size: 1pt; color: #FFFFFF">Preliminary Views
on Value Process Update Industry Overview Capital Markets Perspective RCM
Overview Microcell Overview Approach to Value Financial Forecasts Preliminary
Views on Value
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<TR><TD style="font-size: 1pt; color: #FFFFFF">DCF Assumptions
&#149;5 Year DCF
&#149;WACC range of 9.5% -10.5%
&#149;Terminal growth approach to calculating terminal value (1.5% -2.5% )
&#149;Mid-year discounting convention
&#149;Tax losses valued separately
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<TR><TD style="font-size: 1pt; color: #FFFFFF">Observations on WACC <B>Selected WACC range of 9.5% -10.5%</B>&#149;Very few comparable
companies in North America&#149;Observed betas have very low R-squared&#146;s&#149;Microcell
ignored due to zero R-squared and uncharacteristically low beta of .22&#149;AT&#038;T
Wireless (pre-bid) includedto broaden the universe &#149;Selected beta of 1.3
implies an unleveredbeta of 1.02 based on a targeted 40%/60% Debt / Equity
structure&#149;Cost of debt based on the spread between current yield on RCM&#146;s 6.75%
U.S. Note due 2014 and benchmark US Treasury rate swapped into Canadian
dollars&#149;Equity Risk Premium of 6% based on observed historicalpremia over
benchmark Canadian treasuries
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<TR><TD style="font-size: 1pt; color: #FFFFFF">WACC <B>LeveredEstimatedDebt/Company NameBarra BetaBloomberg BetaR2Tax RateMarket
EquityUnlevered Beta% Debt% Equity</B>AT&#038;T
Wireless(1)1.271.130.1735.0%32.2%0.9324.4%75.6%Microcell Telecommunications Inc
(1)0.330.220.0033.0%82.6%0.1445.2%54.8%Nextel Communications
Inc.1.351.350.2135.0%29.1%1.1422.5%77.5%US Cellular
Corp.0.910.900.2035.0%33.4%0.7425.0%75.0%Western
Wireless1.271.880.1635.0%67.0%1.3140.1%59.9%<B>Rogers Wireless
(3)0.411.190.1236.3%58.5%0.8736.9%63.1%Mean
0.851.1134.9%54.1%0.8434.0%66.0%Median 0.911.1935.0%58.5%0.8736.9%63.1%Average
(ex. Microcell)1.041.291.00AssumptionsCost of Equity</B>Corporate Tax Rate36.3%Cost
of Equity:Target Capital Structure:Debt40% Where:Equity60% Risk Free Rate
(Rf):4.5% Market Risk Premium:6.0%<B>WACC Calculation </B>Risk Free Rate
(Rf)(2):4.46%Spead3.25% Beta1.30Cost of Debt7.7%Cost of Debt (After-Tax)4.9%
Cost of Common Equity = 12.3%<B>BetaWACC</B>UnleveredLeveredBloomberg Beta of
Comparables (Mean)1.001.42 Cost of Debt (After-Tax)4.9%Bloomberg Beta of
Comparables (Median)0.871.24Barra Beta &#151; Wireless telecommunications1.05Cost of
Common Equity = 12.3%<B>Selected Levered Beta</B>0.91<B>1.30WACC=9.3%</B>1. Capitalization
reflects pre-bid prices; No longer publicly traded2. Govt. of Canada 10 Yr3.
Pro Forma for Microcell Transaction
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<TR><TD style="font-size: 1pt; color: #FFFFFF">Five Year DCF -Pre NPV of NOLs <B>Stand-alone11/9/2004 to Projected Fiscal Year
Ending 12/31Free Cash
Flow12/31/200412/31/2004(1)20052006200720082009Terminal</B><I>(C$&nbsp;million)</I><B>Selected
Data:</B>Revenue$2,644.5$537.8$3,703.8$4,005.7$4,272.3$4,530.8$4,753.9$4,849.0EBITDA
913.5$177.8999.71,436.41,619.01,806.41,929.21,967.8 <I>EBITDA
Margin</I>34.5%33.1%27.0%35.9%37.9%39.9%40.6%40.6%<B>Unlevered Free Cash Flows</B>EBIT
$447.0$93.4$418.4$786.7$1,019.3$1,243.5$1,324.01,350.5 Cash
Taxes(162.3)(33.9)(151.9)(285.6)(370.0)(451.4)(480.6)(490.2)Unlevered Net
Income$284.7$59.5$266.5$501.1$649.3$792.1$843.4$860.2 Depreciation
466.6$84.4581.3649.8599.6562.9605.3617.4 Increase in Deferred
Taxes0.2$2.416.5(13.4)(0.5)6.9(10.8)0.0 Changes in Working
Capital(4.7)$1.812.2(7.5)(7.4)(21.6)0.41.6 Capital
Expenditures(416.0)($83.8)(577.0)(456.8)(545.6)(425.0)(611.3)(525.0) Changes in
Other0.0$0.00.00.00.00.00.00.0Unlevered Free Cash
Flow$330.8$64.3$299.6$673.1$695.5$915.3$827.0$954.2<B>Terminal Growth RateTerminal
Growth Rate</B>1.0%1.5%2.0%2.5%3.0%1.0%1.5%2.0%2.5%3.0%WACC<B>Terminal
Value</B>WACC<B>Implied Terminal Trailing P/E
Multiple(c)</B>10.0%$10,601.8$11,225.4$11,927.0$12,722.2$13,630.910.0%14.5 x15.3
x16.2 x17.3 x18.5 x<B>WACCEnterprise Value as of November&nbsp;8, 2004WACCEquity Value
as of November&nbsp;8,
2004(a)</B>9.0%$10,700.3$11,233.1$11,842.1$12,544.7$13,364.59.0%$7,304.1$7,836.9$8,4
45.9$9,148.5$9,968.29.5%$10,037.310,497.611,019.211,615.3$12,303.29.5%6,641.17,1
01.37,623.08,219.18,907.010.0%$9,448.79,849.210,299.810,810.5$11,394.210.0%6,052
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;.46,453.06,903.67,414.37,997.910.5%$8,922.59,273.59,665.710,106.9$10,606.910.5%5
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;,526.35,877.26,269.46,710.67,210.711.0%$8,449.6$8,758.9$9,102.5$9,486.6$9,918.61
1.0%5,053.45,362.65,706.36,090.36,522.4<B>WACCImplied Terminal Trailing EBITDA
MultipleWACCEquity Value per Share as of November&nbsp;8, 2004(b)</B>9.0%6.2 x6.6 x7.1
x7.6 x8.2
x9.0%$50.07$53.73$57.90$62.72$68.349.5%5.86.26.67.17.69.5%45.5348.6852.2656.3561
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;.0610.0%5.55.86.26.67.110.0%41.4944.2447.3350.8354.8310.5%5.25.55.86.26.610.5%37
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;.8940.2942.9846.0149.4311.0%4.95.25.55.86.211.0%34.6436.7639.1241.7544.711.
Equal to approximately 2&nbsp;months&#146; of 2005 free cash flow adjusted for one-time
costsNote: Terminal year reflected above represents a 2.0% perpetual growth
rate.(a) Equity Value equals Enterprise Value less total debt and preferreds,
plus cash, option proceeds and investments in unconsolidated subsidiaries.(b)
Equity Value per Share equals Equity Value divided by Fully Diluted shares
outstanding.(c) Terminal Equity Value equals the Terminal Value less net debt
plus the book value of unconsolidated investments.
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<TR><TD style="font-size: 1pt; color: #FFFFFF">DCF Sensitivity Analysis (Pre NPV of NOLs) <B>Sensitivity Analysis20052009</B>Market
Penetration (&#043;/- 2.5%)51.1%65.0%$42.12to $52.54Market Share of Net Adds (&#043;/-
4%) &#151; Postpaid35.2%32.0%$44.15to $50.51 &#151; Prepaid23.0%28.3%Monthly Churn (&#043;/-
0.2%) &#151; Postpaid1.68%1.44%$45.52to $49.13 &#151; Prepaid3.07%2.74%Monthly ARPU (&#043;/-
$1.00) &#151; Postpaid$52.58$49.94$42.76to $51.89 &#151; Prepaid$11.50$13.00Capex (&#043;/-
10%)$416$611$43.73to $50.93$41$43$45$47$49$51$53$55Mid-Point of DCF Value
Range$5.21($5.21)$3.18($3.18)$1.80$4.56$3.60($1.80)($4.56)($3.60)$47.33
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<TR><TD style="font-size: 1pt; color: #FFFFFF">NPV of NOLs
&#149;NPV is equal to 22% of NOLs <B>Net Present Value of Tax Losses</B>($
millions)<B>200420052006200720082009</B>Cash Taxes without NOLs
$100.2$18.0$205.8$291.6$376.9$434.7Cash Taxes with
NOLS$0.0$0.0$0.0$0.0$45.1$447.6Savings$100.2$18.0$205.8$291.6$331.8($13.0)Discou
nt Rate<B>12.00%12.25%12.50%</B>NPV$647.77$617.3$612.4$607.6NPV per
share$4.23$4.20$4.17<B>Aggregate DCF Value per Share</B>Terminal Growth
RateWACC1.0%1.5%2.0%2.5%3.0%9.0%$54.27$57.92$62.10$66.92$72.549.5%$49.73$52.88$5
6.46$60.54$65.2610.0%$45.69$48.44$51.53$55.03$59.0310.5%$42.08$44.49$47.18$50.20
$53.6311.0%$38.84$40.96$43.32$45.95$48.91
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<TR><TD style="font-size: 1pt; color: #FFFFFF">Precedent Transaction Analysis <B>Premium and Multiple Analysis
SummaryAcquirorRCMCingularTelusBCETargetMicrocellAT&#038;T WirelessClearnetBell
MobilityAverage</B>Offer Price$35.00$15.00$0.53$58.75Target share price
(unaffected)$21.00$8.55$45.80$49.00Equity premium over unaffected price:1&nbsp;day
66.7%26.9%52.8%19.9%41.6%1&nbsp;week 37.3%33.3%58.0%29.4%39.5%4
weeks47.7%44.4%66.5%30.6%47.3%Implied EV / EBITDA
Multiple:LTM17.7x10.9xNMF16.0x14.8xFY &#043;113.4x10.9xNA14.7x13.0xFY
&#043;27.9x9.8x34.1x12.0x16.0xImplied EV / Subscriber
Multiple:LTM$1,306$2,792$9,249$3,132$4,120FY &#043;1$1,061$2,619$7,728$2,769$3,544FY
&#043;2$943$2,542$5,445$2,264$2,798Implied EV / EBITDA Multiple:Excludes Tax Asset
and SynergiesLTM14.0x(1)6.6xNMF16.0x12.2xFY &#043;110.7x6.6xNA14.7x10.7xFY
&#043;26.3x6.0x22.7x12.0x11.8x1. Assumes $0.20 per dollar of tax assets
($1.6bn).Note: see detailed transaction list in Appendix&nbsp;C.
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<TR><TD style="font-size: 1pt; color: #FFFFFF">M&#038;A Database -PremiaPaid <B>Precedent Canadian Transactions &#151; Equity Value &#062;
C$500MNumber ofAveragePremiumTransactionsSize (1)Transaction Period1 Day1 Week1
Month3
Month</B>200023%28%39%60%24$2,887200121%25%32%38%242,427200225%25%49%62%53,558200315
%17%12%29%45,3312004YTD17%17%20%11%121,479<B>2000 -
2004YTD20%23%30%40%69$3,1362002-2004YTD(No Anticipated
Synergies)20%21%20%12%8$2,584</B>1. Represents Equity Value of the transaction
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<TR><TD style="font-size: 1pt; color: #FFFFFF">Preliminary Public Comparable Trading Analysis <B>North American Wireless
Comparable Trading AnalysisShare</B><I>($&nbsp;millions except per share
data)</I><B>PriceMarketEnterpriseEV / EBITDA(1)P / EEV / FCF
(5)</B><I>08-Nov-04</I><B>CapValue2004E2005E2006E2005E2006E2005E2006ECanadian Comparables
(C$)</B>Microcell (2)$22.00$854$1,0018.6x 5.1x 3.6x 58.3x 12.6x nmf19.6x <B>RCM
(I/B/E/S) </B>(3)<B>43.976,2919,947NA7.5 6.2 22.4 11.2 14.0 11.5 RCM (Management)</B>
(4)<B>43.976,2919,947NA8.1 6.9 17.7 10.0 15.4 10.1 Group Average8.6x 6.3x 4.9x
40.4x 11.9x U.S. Comparables (US$) National</B>Nextel Communications
Inc.$27.75$30,730$39,2657.7x 6.7x 5.9x 15.9x 13.0x 13.3 12.9 AT&#038;T Wireless
(Pre-bid)11.8232,51937,3588.8 7.9 8.0 nmfnmf19.7x 15.1x <B>U.S. Comparables (US$)
Regional Players</B>Western Wireless$28.78$2,876$4,9177.8x 6.9x 6.1x 12.7x 12.4x
12.0x 9.9x US Cellular Corp.42.013,6224,7037.0 5.9 5.2 29.8 22.6 32.4 18.6
<B>Group Average US (excluding AWE)7.5x 6.5x 5.7x 19.5x 16.0x 19.2x 13.8x </B><I>Total
average (pre-bid) excluding RCM8.0x 6.5x 5.8x 29.2x 15.2x 19.3x 15.2x </I>1.
Estimates per selected street research2. Microcell share price is as of May&nbsp;30,
2004 prior to Telus&#146;s takeover bid. 3. Estimates taken from select street
research.4. Using management forecasts as estimates.5. FCF defined as EBITDA
less Capex.<B>EV/ Net Debt /EBITDA
MarginsSubscriber(1)EBITDA2004E2005E2004E2005E2004E2005E2004E</B>34.9%69.0%17.8%24.9
%$741$6462.4x
<B>30.617.835.138.72,0131,8472.227.534.134.533.11,7591,6833.932.8%43.4%26.4%31.8%$1
,377$1,2462.3x </B>17.5%15.4%39.9%41.3%$2,454$2,2571.5x
- -5.410.425.527.61,5501,4711.4 43.8%13.3%33.5%34.5%$1,646n/a2.8x
4.417.224.325.8943$8521.8<B>16.2%10.2%19.4%20.3%$1,681$1,5542.0x</B>
<I>19.1%25.0%28.2%30.8%$1,467$1,3062.0x </I><B>EBITDA YOYGrowth Rates</B>
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<TABLE width="90%">
<TR><TD style="font-size: 1pt; color: #FFFFFF">Market Metrics Analysis <B>Implied EV / 2006E EBITDA
Multiple</B>5.0x7.1x$25.65$46.717.1x9.0x$47.00$65.006.6x7.4x$40.40$48.506.0x6.8x$34.
50$42.906.0x7.0x$34.90$44.70<B>Share Price RangeMethodologySelected Multiple
RangeBenchmark(1)Indicative Value Per Share Range(2) </B><I>(C$mm except per share
amounts)</I><B>Market Metrics</B>Historical Trading Range52 Wk High52 Wk Low $25.75 -
$46.71Analyst Price Targets(3)$47.00 &#151; $65.00<B>Comparable Trading Analysis</B>2006E
Price / Earnings10.0x12.0x$4.042005E EV / EBITDA7.0x8.0x$1,2252006E EV /
EBITDA6.0x7.0x$1,4381. All figures pro forma Microcell acquisition per
management plan $20$25$30$35$40$45$50$55$60$65$702. As at November&nbsp;08, 2004.
Pro forma Net Debt of $3396&nbsp;million as at December&nbsp;31, 2004.3. Range of $47 to
$52 excluding Scotia Capital
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<TR><TD style="font-size: 1pt; color: #FFFFFF">Summary Analysis
Least MostRelevance<B>MethodologySelected Multiple RangeBenchmark(1)Indicative
Value Per Share Range(2) </B><I>(C$mm except per share amounts)</I><B>Transaction
MetricsRangeMethodologySelected Comparable Transaction Analysis</B>EV/EBITDA 2006E
plus PV of NOLs(3)6.0x7.0x$1,438<B>Trading Comparables &#043; 20% Premium</B>2005E EV /
EBITDA (5)7.0x8.0x$1,2252006E EV / EBITDA (5)6.0x7.0x$1,438<B>Discounted Cash Flow
Method</B>Including NOLs &#151; WACC / Growth Rate10.0%/2.0%<B>Indicative Range</B>Indicative
Range1. All figures pro forma Microcell acquisition per management plan
$35.00$37.50$40.00$42.50$45.00$47.50$50.00$52.50$55.00$57.50$60.0002. As at
November&nbsp;08, 2004. Pro forma Net Debt of $3396&nbsp;million as at December&nbsp;31,
2004.3. Multiple derived from AT&#038;T Wireless and Cingular transaction (synergies
of $6.50 per share or $18B)4. Includes $4.20 of present value NOLs per share5.
Control premium of 20%. Adjusted for capital structure using 40% debt to 60%
equity<B>Implied EV / 2006E EBITDA
Multiple</B>6.4x7.4x$39.10(4)$48.90(4)6.7x7.6x$41.60(3)$51.00(3)6.7x7.8x$42.00(3)$53
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;.00(3)7.2x8.1x$47.20$56.50$46.00$54.00<B>Share Price Range</B>
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<TR><TD style="font-size: 1pt; color: #FFFFFF">Observations
&#149;Preliminary En bloc range $46.00 to $54.00; $50.00 mid-point
&#149;Need to finalize due diligence
&#149;Board has not approved Management forecast
&#149;Meets requirements of 61-501 / Q-27
&#149;Issuer bid value may be different than En bloc value. Fair price
- -depends on RCI&#146;sintentions
- -capital structure
&#149;Need to confirm no prior valuations
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<TR><TD style="font-size: 1pt; color: #FFFFFF">Appendices
November&nbsp;4, 2004
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<TR><TD style="font-size: 1pt; color: #FFFFFF">Appendix&nbsp;A
Other Information
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<TR><TD style="font-size: 1pt; color: #FFFFFF">Analyst Comments -Microcell Acquisition
A -1 <B>Date Target Price Comments Richard Talbot RBC CM </B>Oct. 14, 2004 Outperform
<B>Pre Post(1) </B>$50 $54 <B>Deal Reaction </B>- &#147;...purchase of Microcell is an attractive
and potentially accretive transaction...&#148; <B>Valuation </B>- &#147;We value RCM shares
using a combination of 7.25x 2005/06 EV/EBITDA, 16.0x EPS, and a DCF with 5.5x
terminal multiple...&#148; <B>Synergies </B>- &#147;Combined company can achieve significant
cost synergies ($54mm in 2005E rising to $111mm in 2006E)...improve network
EBITDA margins from 35.2% in 2004E to 39.3% in 2005E and 43.5% in 2006E...&#148; <B>Tax
loss </B>- &#147;...estimate the present value of the tax loss shield to RCM to be $100
mm to $200 mm&#148; <B>Leverage </B>- &#147;...debt leverage is the highest in Canada, strength
in RCM&#146;s free cash flow as well as the company&#146;s demonstrated ability to access
the capital markets at attractive rates, reduces financing risk.&#148; <B>Randal
Rudniski CSFB </B>Sept. 22, 2004 Market Perform $46 $46 <B>Deal Reaction </B>- &#147;... a
successful acquisition of Microcell could create meaningful synergies and
shareholder value...&#148; <B>Valuation </B>- &#147;Valuation of the acquisition is fairly
benign, if Microcell can produce the street&#146;s EBIDA expectation in 2005 and if
synergies are produced&#148; <B>Synergies </B>- &#147;Assuming RCM can raise Muse&#146;s margins to
its own level (35%), $90 mm in EBITDA upside to 2005 results... <B>Tax loss </B>-
&#148;...tax loss carry forwards have an NPV of roughly $250&nbsp;million&#148; <B>Leverage </B>-
&#147;Pro forma RCM debt/EBIDTA will rise to 5.2x from 2.4x...management must
arrange an increase in covenant package...Financing options: 1. Dividend paid
by RCM to equity holders 2. RCM purchases the 48.6&nbsp;million shares from RCI 3.
Inter-company loan 4. Wireless buys equity in RCI&#148; <B>John Henderson Scotia </B>Sept.
21, 2004 Outperform $60 $64 <B>Deal Reaction </B>- &#147;We believe the proposed Microcell
transaction adds material value to RCM shareholders&#148; <B>Valuation </B>- &#147;At a minimum
we believe Microcell adds $4/share to our RCM target price&#148; <B>Synergies </B>-
&#147;Subscriber churn at Microcell should decrease about 4-5 times...we expect RCM
should be able to generate significant operating and capital cost synergies
(assuming $100 mm of annual cost synergies)&#148; <B>Tax loss </B>- &#147;...estimate of $300
mm&#148; <B>Leverage </B>- &#147;...pro forma debt to rise to 5.2x, which could unnerve
investors...in 2005, we forecast RCMs leverage ratio should improve to 4x&#148;
<B>Peter Rhamey BMO NB </B>Sept. 21, 2004 Market Perform $45 $43 <B>Deal Reaction </B>-
&#148;...increased risk associated with the company given its high financial
leverage and execution risk as the company integrates Muse...&#148; <B>Valuation </B>-
&#147;target priced reduced to $43 from $45 representing a target multiple of 7.4x
2005E pro forma EBITDA&#148; <B>Synergies </B>- &#147;...largest synergies come from network
integration and optimization due to Muse&#146;s network and spectrum position...an
additional $150-$200 mm of EBITDA could be generated off Muse&#146;s subscriber
base&#148; <B>Tax loss </B>- &#147;tax loss carryforwards &#151; $300 mm of value to RCM&#148; <B>Leverage </B>-
&#147;RCM&#146;s leverage is expected to rise to 5.0x-5.5x Net debt/trailing EBITDA...How
the funds can be transferred back to RCI remains to be seen (i.e., intercompany
loan or share buyback at RCM)&#148; 1. Pro forma acquisition of Microcell
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<TR><TD style="font-size: 1pt; color: #FFFFFF">Other Assumptions
&#149;Other cost line assumptions provided by management (examples)
- -Fixed S&#038;M costs growing at 5%
- -Customer service costs flat at $3.42/post paid sub and $1.00 perprepaid sub
per month
- -Retention costs per sub flat at $4.91/post paid sub per month
&#149;Working capital assumption driven by historical days of turnover
&#149;Sale of spectrum in 2006 for $200m -management assumption
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<TR><TD style="font-size: 1pt; color: #FFFFFF">Appendix&nbsp;B
Description of Comparable Companies
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<TR><TD style="font-size: 1pt; color: #FFFFFF">Nextel
B -1 <B>LFY Revenue Mix &#151; US$10,820 mm</B>Service revenue91%Equipment revenue9%<B>Company
Overview </B>Area(s) of operation: Throughout the United States Network: Integrated
Digital Enhanced Network (iDEN) Wireless Subscribers: 12.9mm Penetration: Na
Headquarters: Reston, Virginia Employees: 17,000 Other Services: Digital
wireless mobile services, Nextel nationwide, Direct Connect walkie-talkie
service and various other services <B>Capitalization &#038; Trading</B>Share Price
(1)$24.61EV/2005 Rev.2.4xShares Out.1107.6EV/2004 EBITDA6.9xMarket
Cap.$28,027EV/2005 EBITDA6.1xEnterprise Value$34,920P/2005 EPS13.6x1. As of
October&nbsp;18, 2004.<B>Financial Summary</B>CY 2003CY 2004CY
2005Revenue$10,820$13,080$14,582Gross Profit$7,669nanaEBITDA$4,321$5,093$5,763
<I>EBITDA Margin40%39%40%</I>EBIT$2,627nanaNet Income
(Reported)$1,472$2,020$2,001Capex$1,716Source: Capital IQ
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<TR><TD style="font-size: 1pt; color: #FFFFFF">U.S. Cellular
B -2 <B>LFY Revenue Mix &#151; US$2,259 mm</B>Service Revenue94%Equipment Sales6%<B>Company
Overview </B>Area(s) of operation: 165 territories in 28 U.S. States Network: CDMA
1XRTT Wireless Subscribers: 4.4 mm Penetration: 10% Headquarters: Chicago,
Illinois Employees: 6,175 Other Services: Offer both digital and analog
handsets, dual and tri mode phones <B>Capitalization &#038; Trading</B>Share Price
(1)$43.25EV/2005 Rev.1.6xShares Out.86.2EV/2004 EBITDA7.2xMarket
Cap.$3,728EV/2005 EBITDA6.1xEnterprise Value$4,995P/2005 EPS31.9x1. As of
October&nbsp;18, 2004.<B>Financial Summary</B>CY 2003CY 2004CY
2005Revenue$2,583$2,783$3,062Gross Profit$1,651nanaEBITDA$647$676$792 <I>EBITDA
Margin25%24%26%</I>EBIT$214nanaNet Income (Repo$43$84$117CapexSource: Capital IQ
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<TR><TD style="font-size: 1pt; color: #FFFFFF">Western Wireless Corp.
B -3 <B>Company Overview </B>Area(s) of operation: 19 Western U.S. States (rural
focus) Network: TDMA/CDMA/GSM Wireless Subscribers: 1.3 mm Penetration: 12%
Headquarters: Washington/Missouri Employees: 2,400 Other: Formed in 1994
through the combination of Pacific Northwest Cellular and General Cellular <B>LFY
Revenue Mix &#151; US$1501 mm</B>Subscriber 47%Austrian operations25%Other foreign
11%Other domestic0%Equipment3%Roamer14%<B>Capitalization &#038; Trading</B>Share Price
(1)$28.20EV/2005 Rev.2.2xShares Out.91.9EV/2004 EBITDA7.4xMarket
Cap.$2,592EV/2005 EBITDA6.5xEnterprise Value$4,674P/2005 EPS12.7x1. As of
October&nbsp;18, 2004.<B>Financial Summary</B>CY 2003CY 2004CY
2005Revenue$1,501$1,881$2,065Gross Profit$918nanaEBITDA$449$630$713 <I>EBITDA
Margin30%33%35%</I>EBIT$173nanaNet Income (Reported)($0)$152$204Capex$266Source:
Capital IQ
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<TR><TD style="font-size: 1pt; color: #FFFFFF">Appendix&nbsp;C
Precedent Transactions
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<TR><TD style="font-size: 1pt; color: #FFFFFF">Precedent Transaction Analysis
C -1 <B>Wireless Service Providers &#151; Precedent Transactions</B><I>(C$&nbsp;millions)</I><B>LTMFY&#043;1 EV
/ SubscribersDateDateEnterpriseEV /EV /EV /EV
/AnnouncedCompletedAcquirerTargetValueSalesEBITDAEBITDALTMFY &#043; 1POPSCanadian
Transactions</B>20-Sep-04PendingRCMMicrocell$1,5662.47x17.7x13.4x$1,306$943$8213-Sep
- -0413-Oct-04RCIRCM
(1)7,3512.948.77.9x1,8721,47524521-Aug-0019-Oct-00TelusClearnet6,76213.63NMFNMF9
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;,2495,15731930-Jul-9925-Oct-99BCEBCE Mobile
Communications5,0113.9316.0x14.7x3,1322,769290<B>Average
5.74x14.1x12.0x</B>$3,890$2,586$234<B>U.S. Transactions</B>17-Feb-0417-Feb-04CingularAT&#038;T
Wireless$60,6842.74x10.9x9.8x$2,792$2,542$20520-Dec-0120-Dec-01US UnwiredIWO
Holdings1,0785.42N/AN/A17108-Oct-0115-Feb-02AT&#038;T
WirelessTelecorp8,50020.65NMF9,999N/A29-Aug-0130-Nov-01AirGate
PCSiPCS1,48110.59NMF6,97612719-Mar-0101-Aug-02AlltelCenturyTel Wireless
assets2,488N/AN/AN/A300<B>Average 9.85x10.9x9.8x</B>$6,589$161<B>International
Transactions</B>08-Jul-04PendingTeliaSoneraOrange
A/S$9791.43x8.4x10.9x$1,619N/A13-Jun-0328-Nov-03Cesky TelecomEurotel
Praha(1)2,7871.463.066128821-May-0121-Dec-01MatavWestel
Mobil2,780N/AN/A1,209N/A19-Nov-0119-Nov-01IPOMMO2 (BT&#146;s Cellphone
unit)16,7712.3323.59.2x1,016105<B>Average 1.74x11.6x10.0x</B>$1,126$196<B>Overall Average
6.15x12.6x11.0x</B>$3,621$213<B>Overall Average (excl. High &#038;
Low)5.51x14.8x</B>$3,957$1711. No change of control.Note: All numbers converted to
Canadian $ based on exchange ratio at close of transaction.
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<TR><TD style="font-size: 1pt; color: #FFFFFF">Case Study -RCM Acquisition of Microcell
<B>Background:</B>
&#149;On May&nbsp;14, 2004 TELUS announced an unsolicited takeover bid for Microcell
valued at $1.1bn
- -The offer, of $29.00/share represented a 38% and 36% premium to the Class&nbsp;A
and Class&nbsp;B shares respectively
&#149;Microcell&#146;s Board of Directors recommended that shareholders vote against the
proposed deal
- -On September&nbsp;20, 2004 Microcell announced they entered into an agreement with
RCM for the purchase of the company, the bid was valued at $1.6 bn at
announcement
- -The offer of $35/share represented a 20% premium to TELUS&#146; bid
<B>Strategic Rationale:</B>
&#149;Significantly enhances spectrum position
&#149;Acquisition of 1.2&nbsp;million subscribers (54% of which arepostpaid-postpaidARPU
of $62)
&#149;Improved share in youth segment
&#149;Improved share in Quebec region
&#149;Acquisition of strong Canadian brand
&#149;Access to use significant tax losses (approximately $1.6bn as ofDecember&nbsp;31,
2003)
&#149;Potential upside withMicrocell&#146;sinterest inInukshuk
C -2
$0.00$5.00$10.00$15.00$20.00$25.00$30.00$35.00$40.00Oct-03Nov-03Dec-03Jan-04Feb-
04Mar-04Apr-04May-04Jun-04Jul-04Aug-04Sep-04Oct-0402,000,0004,000,0006,000,0008,
000,00010,000,00012,000,000Sep. 20, 2004Rogers announces its bid for
Microcell<B>Microcell Class&nbsp;B Share Price Performance</B>October&nbsp;21, 2003 &#151; October
20, 2004May&nbsp;13, 2004Telus announces its bid for Microcell<B>Implied
PremiumUnaffectedAt Announcement13-May-0420-Sep-04Final Offer Price</B>$35.00$35.00
<B>1 &#151; Day </B>66.7%5.7%<B>1 &#151; Week </B>37.3%9.7%<B>4 &#151; Weeks</B>47.7%17.1%
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<TR><TD style="font-size: 1pt; color: #FFFFFF">Case Study -RCM Acquisition of Microcell
C -3 <B>Transaction Value</B>Price Per share$35.00Shares OutstandngBasic29.8McCaw
Warrants4.0Options / Warrants 1.3Fully diluted shares outstanding35.1Gross
Equity Value$1,227.9Less: Proceeds from exercise of Options/Warrants(16.4)
Proceeds from exercise of McCaw Warrants (87.5)Existing Warrants163.2<B>Equity
Capitalization</B>1,287.1Debt (1)$412.7Cash on Hand(133.8)<B>Net Debt /
(Cash)</B>$278.9Plus: Minority Interest&#151;Less: Non-consolidated Investments&#151;<B>Total
Enterprise Value ($MM)</B>$1,566.01. Includes $34.42&nbsp;million relating to cross
currency swaps<B>Transaction Multiples &#151; Benchmarks</B><I>(C$&nbsp;millions)</I><B>LTMLFY &#043; 1LFY
&#043;2Sales</B>$634$658$795<B>EBITDA</B>$89$117$197<B>Subscribers</B>1.2 1.5 1.7 <B>POPs</B>19.0 <B>Transaction
Multiples &#151; Without Tax AssetLTMLFY &#043; 1LFY &#043;2EV / Sales</B>2.47 x2.38 x1.97 x<B>EV /
EBITDA</B>17.65 x13.40 x7.93 x<B>EV / Subscribers</B>$1,306$1,061$943<B>EV /
POPs</B>$82<B>Transaction Multiples &#151; With Tax Asset (1)LTMLFY &#043; 1LFY &#043;2EV / Sales</B>1.97
x1.89 x1.57 x<B>EV / EBITDA</B>14.04 x10.67 x6.31 x<B>EV / Subscribers</B>$1,039$844$750<B>EV /
POPs</B>$661. Assumes $0.20 per dollar or $320m of tax assets ($1.6bn)
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<TR><TD style="font-size: 1pt; color: #FFFFFF">Case Study -Cingular&#146;s Acquisition of AT&#038;T Wireless
<B>Background:</B>
&#149;On Jan. 14, 2004, rumours surface that AT&#038;T Wireless is in merger talks
&#149;On Feb. 17, 2004, CingularWireless LLC, a joint venture between SBC
Communications Inc. and BellSouth Corp., announced an agreement to acquire AT&#038;T
Wireless
&#149;Cingular offered AT&#038;T Wireless shareholders $15 cash per common share or
approximately $41&nbsp;billion
&#149;Combined company would have 46&nbsp;million customers and coverage in 97 of the top
100 markets
&#149;Combined 2003 annual revenues of the two companies will exceed $32&nbsp;billion.
<B>Strategic Rationale:</B>
&#149;Give customers access to a larger GSM network in the US
&#149;Improve coverage and call quality
&#149;Improved spectrum holding will allow company to accelerate its offering of
advanced wireless data services
&#149;Combined company expects to achieve more than US$1&nbsp;billion in operating
expense and capital expenditure synergies in 2006, and in excess of US$2
billion in annual savings beginning in 2007
C -4 <B>Implied PremiumAtAtAnnouncementCompletion17-Feb-0426-Oct-04Final Offer
Price</B>$35.00$35.00<B>1 &#151; Day </B>6.5%0.5%<B>1 &#151; Week </B>8.6%1.4%<B>4 &#151; Weeks</B>18.7%1.4%<B>Bid History
$8.55$15.00$1.44$3.79$1.22</B>Bid History <B>$0.00$4.00$8.00$12.00$16.00Unaffected
SharePriceTakeover SpeculationCingularAnnouncementBid PriceFinal Purchase
Price13-Jan-0414-Jan-0417-Feb-04</B>
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<TR><TD style="font-size: 1pt; color: #FFFFFF">Case Study -Cingular&#146;s Acquisition of AT&#038;T Wireless</TD>
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<TR><TD style="font-size: 1pt; color: #FFFFFF">C -5 <B>Transaction Value</B>Price Per share (US$)$15.00Shares
OutstandngBasic2,729.7Options / Warrants 71.7Fully diluted shares
outstanding2,801.4Gross Equity Value$42,021.3Less: Proceeds from exercise of
Options/Warrants(603.3)<B>Equity Capitalization</B>41,417.9Debt$10,322.0Cash on
Hand(6,026.9)<B>Net Debt / (Cash)</B>$4,295.1Plus: Minority Interests$32.0Less:
Non-consolidated Investments($1,152.0)<B>Total Enterprise Value
($MM)</B>$44,593.0<B>Transaction Multiples &#151; Benchmarks</B><I>(US$&nbsp;millions)</I><B>LTMLFY &#043; 1LFY &#043;
2Sales</B>$16,883$16,738$17,041<B>EBITDA</B>$4,238$4,264$4,707<B>Subscribers</B>21.7 23.2 23.9
<B>POPs</B>226.0 <B>Transaction Multiples without SynergiesLTMLFY &#043; 1LFY &#043; 2EV /
Sales</B>2.74 x2.77 x2.72 x<B>EV / EBITDA</B>10.93 x10.86 x9.84 x<B>EV /
Subscribers</B>$2,792$2,619$2,542<B>EV / POPs</B>$205<B>Transaction Multiples with
Synergies(1)LTMLFY &#043; 1LFY &#043; 2EV / Sales</B>1.66 x1.68 x1.65 x<B>EV / EBITDA</B>6.63 x6.59
x5.97 x<B>EV / Subscribers</B>$1,694$1,590$1,543<B>EV / POPs</B>$1631. Announced synergies of
US$1 bn in 2006, and in excess of US$2 bn in annual savings beginning in 2007.
Synergies assumed to be valued at US$6.50 per share or US$18.2 bn based on
street research.
79<B>Project Ring</B></TD>
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<TR><TD style="font-size: 1pt; color: #FFFFFF">Case Study -Privatization of Bell Mobility
<B>Background</B>
&#149;On July&nbsp;30, 1999 Bell Canada announced it had reached a deal with BCE Mobile
Communications to acquire the remaining 35% of outstanding shares that Bell
Canada did not already own
&#149;Independent valuation provided a range of $54.50 to $63.00
&#149;The price of $58.75 represented the mid-point of the valuation range, and a
31% premium to the one-month closing price and a 47% premium to the two-month
closing price
<B>Strategic Rationale</B>
&#149;Allow BCE to provide customers a single point of contact for all of their
communications needs
&#149;Simplify the ability for both companies to pursue national expansion and allow
the two companies to leverage their business experience in reviewing expansion
opportunities
&#149;allow for greater operational synergies for BCE Mobile through the opportunity
to leverage the assets and resources of Bell Canada.
C -6
$0.00$10.00$20.00$30.00$40.00$50.00$60.00$70.00Jan-99Feb-99Mar-99Apr-99May-99Jun
- -99Jul-99Aug-99Sep-99Oct-9901,000,0002,000,0003,000,0004,000,0005,000,0006,000,0
007,000,000<B>BCE Mobile Communications Share Price Performance</B>January&nbsp;1, 1999 -
October&nbsp;22, 1999July&nbsp;30, 1999BCE announces its intention to take BCE Mobile
private<B>Implied PremiumAtAtAnnouncementCompletion30-Jul-9925-Oct-99Final Offer
Price</B>$58.75$58.75<B>1 &#151; Day </B>19.9%5.7%<B>1 &#151; Week </B>29.4%6.1%<B>4 &#151; Weeks</B>30.6%4.4%
80<B>Project Ring</B></TD>
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<TR><TD style="font-size: 1pt; color: #FFFFFF">Case Study -Privatization of Bell Mobility
C -7 <B>Transaction MultiplesLTMLFY &#043; 1LFY &#043; 2EV / Sales</B>3.93 x4.34 x3.89 x<B>EV /
EBITDA</B>15.96 x14.70 x11.99 x<B>EV / Subscribers</B>$3,132$2,769$2,264<B>EV /
POPs</B>$290<B>Transaction Multiples &#151; Benchmarks</B><I>(C$&nbsp;millions)</I><B>LTMLFY &#043; 1LFY &#043;
2Sales</B>$1,275$1,155$1,287<B>EBITDA</B>$314$341$418<B>Subscribers</B>1.6 1.8 2.2 <B>POPs</B>17.3
<B>Transaction Value</B>Price Per share (C$)$58.75Shares OutstandngFully diluted
shares outstanding76.8<B>Equity Capitalization</B>$4,510.8<B>Net Debt / (Cash)</B>$570.0Plus:
Minority Interests&#151;Less: Non-consolidated Investments($69.4)<B>Total Enterprise
Value ($MM)</B>$5,011.5
81<B>Project Ring</B></TD>
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<TR><TD style="font-size: 1pt; color: #FFFFFF">Case Study -Telus&#146; Acquisition of Clearnet
<B>Background:</B>
&#149;On August&nbsp;21, 2000 TELUS announced its intent to
purchaseClearnetCommunications
- -The offer of $70.00/share was payable in cash or 1.636 shares of TELUS
&#149;The offer represented a 53% premium toClearnetsunaffected closing price the
day before the transaction was announced
&#149;At time of acquisition, the deal was the largest in Canadian
telecommunications history
<B>Strategic Rationale:</B>
&#149;Advances TELUS to the leading wireless company in Canada
&#149;1.8&nbsp;million customers and ability to provide coverage to 30.7&nbsp;million
potential customers
&#149;Transaction was meant to provide a foundation for TELUS&#146; data and Internet
strategy
&#149;increased bundling opportunities
&#149;Clearnetshareholders, holding 86% of voting shares and 30% economic interest
entered into a lock up agreement to sell their shares to TELUS
C -8 <B>Implied PremiumAtAtAnnouncementCompletion21-Aug-0019-Oct-00Final Offer
Price</B>$70.00$70.00<B>1 &#151; Day </B>52.8%5.7%<B>1 &#151; Week </B>58.0%6.1%<B>4 -
Weeks</B>66.5%4.4%$0.00$10.00$20.00$30.00$40.00$50.00$60.00$70.00$80.00Jan-00Feb-00M
ar-00Apr-00May-00Jun-00Jul-00Aug-00Sep-00Oct-00010000002000000300000040000005000
000600000070000008000000<B>Clearnet &#151; Share Price Performance</B>January&nbsp;1, 2000 -
October&nbsp;20, 2000Aug. 21, 2000Telus announces its bid for Microcell
82<B>Project Ring</B></TD>
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<TR><TD style="font-size: 1pt; color: #FFFFFF">Case Study -Telus&#146; Acquisition of Clearnet
C -9 <B>Transaction ValueAt AnnouncementAt Completion21-Aug-0019-Oct-00</B>Cash
Consideration (C$)Price per share$70.00$70.00Maximum cash
consideration$2,190.25$2,179.00Share Consideration (C$)Share Price
$43.25$38.15Exchange Ratio1.6361.636Shares OutstandngFully diluted shares
outstanding62.662.6Telus Shares Issued50.651.2<B>Equity
Capitalization</B>$4,427.9$3,905.7<B>Total Share
Consideration</B>2,213.91,954.0Debt$2,600.0$2,600.0Cash on Hand(318.7)(318.7)<B>Net
Debt / (Cash)</B>$2,281.3$2,281.3<B>Total Enterprise Value
($MM)</B>$6,685.5$6,414.3<B>Transaction Multiples &#151; Benchmarks</B><I>(C$&nbsp;millions)</I><B>LTMLFY &#043;
1LFY &#043; 2Sales</B>$496$547$823<B>EBITDA</B>NMFNA$198<B>Subscribers</B>0.7 0.9 1.2 <B>POPs</B>21.2
<B>Transaction Multiples without SynergiesLTMLFY &#043; 1LFY &#043; 2EV / Sales</B>13.63 x12.36
x8.22 x<B>EV / EBITDA</B>NMFNMF34.08 x<B>EV / Subscribers</B>$9,249$7,728$5,445<B>EV /
POPs</B>$319<B>Transaction Multiples with Synergies (1)LTMLFY &#043; 1LFY &#043; 2EV / Sales</B>9.10
x8.25 x1.57 x<B>EV / EBITDA</B>NMFNMF22.74 x<B>EV / Subscribers</B>$6,172$5,157$3,633<B>EV /
POPs</B>$2131. Announced synergies of C$2.1 bn to C$2.4 bn.</TD>
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Discussion Materials

November 2004
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Disclaimer

These materials are based on information contained in public documents and certain other information provided
by the management of Rogers Communications Inc. ("RCI" and the "Company").  Scotia Capital Inc. ("Scotia
Capital") has had discussions with certain senior officers of the Company but does not assume responsibility for
the accuracy, completeness or reasonableness of information provided to Scotia Capital in such discussions or
otherwise and has not attempted independently to investigate or verify such information, projections, or other
information provided to Scotia Capital and included herein or otherwise used.  Projections included herein
regarding the Company and Rogers Wireless Communications Inc. ("RWC") were prepared by the Company's
management or based on Scotia Capital's estimates.  Scotia Capital, with your consent, has relied, without
independent investigation, upon the accuracy, completeness and reasonableness of the information provided to or
obtained by it and upon the management of the Company with respect to the projections and other information
they provided to Scotia Capital.  Projections involve elements of subjective judgment and analysis, and there can
be no assurance that such projections will be attained.  Scotia Capital independently has not attempted to
investigate or to verify the information provided to Scotia Capital and included herein or otherwise used.  Scotia
Capital expresses no opinion as to the accuracy of the projections provided to it or the assumptions underlying
them.  The preparation of these materials was completed on November 10, 2004.

These materials are intended for the benefit and use of the Company in connection with the transaction discussed
herein and may not be reproduced, disseminated, quoted or referred to, in whole or in part, or used for any other
purpose, without the prior written consent of Scotia Capital.

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Table of Contents



Executive Summary    I

Market Overview   II

Preliminary Financial Analysis   III

Offer Considerations   IV


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Introduction

Scotia Capital ("SC") is pleased to have the opportunity to discuss with Rogers
Communications Inc.  ("RCI" or the "Company") potential opportunities in respect of Rogers
Wireless Communications Inc. ("RWC")

The Scotia Capital professionals present today are:

Scott Dorsey    Managing Director,  Mergers &#038; Acquisitions          (416)
863-7429

      Communications, Media &#038; Technology

John Budreski   Managing Director, Equity Capital Markets         (416) 945-4051

Darren Benson   Associate Director, Mergers &#038; Acquisitions         (416) 945-5318

Firas Kitmitto    Associate,  Mergers &#038; Acquisitions          (416) 945-4599

Scotia Capital cautions that the analysis which follows is very preliminary and indicative in
nature and should not be construed as a valuation, formal or informal.  Further, Scotia
Capital has not had the opportunity to conduct any due diligence on RWC's operations nor
had the opportunity to meet with RWC's management regarding this opportunity or
regarding the financial forecast presented hereafter
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Executive Summary

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Executive Summary

Capitalization

The minority shareholders of RWC represent 9.8% of RCI's market capitalization




























































RWC's EBITDA represents 61.8% of RCI's
EBITDA
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RWC Shareholder Analysis

15 out of the top 20 RWC shareholders are also holders of RCI Class B shares


















Executive Summary
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Executive Summary

RWC Trading Summary
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Executive Summary

Research Analyst Views

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Executive Summary

Exchange Ratio: RCI share per RWC Share


Exchange Ratio

(November 2002 - November 2004)

Relative
outperformance by
RWC

Relative
outperformance by
RCI
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Executive Summary

Illustrative Pricing Parameters

Mid-point of BMO
NB Value Range
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Executive Summary

RWC Offer Overview

Under the proposed exchange ratio of 1.75 RCI shares for each RWC share, 29.0 million RCI
shares would be issued resulting in a equity dilution of 10.2% to current RCI shareholders

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Executive Summary

RWC Offer Overview (continued)

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Executive Summary

Potential Market Reaction

The market will not be surprised by an RCI offer to acquire the RWC minority, it has been expecting an
offer and has to a certain extent already incorporated some takeover premium in to the share price

Possible that RWC shares will initially trade at a premium to the offer value with the market expecting that
RCI may be willing to increase its offer to obtain a successful transaction

Arguments available to RCI to moderate such market expectations include:

The ability to highlight that the offer is within the independent valuator's range (and ultimately that the offer has the
support of RWC's board)

RCI's previous refusal to increase its offer in 2001

RCI's need to only acquire 2.1 million shares to achieve 90% ownership and squeeze out the minority

The market, particularly arbitrageurs, will use many tactics to vocally express that the offer is too low,
including highlighting

The small premium represented by the offer

Analyst estimates for RWC's share price significantly in excess of the offer

Microcell transaction multiples significantly in excess of the offer

Initial arbitrage activity is likely to put downward pressure on RCI's share price while hedge positions are
established

However as trading returns to a more fundamental basis, there will likely be minimal impact on RCI's normalized
trading price

A continuing positive market view of wireless prospects should help to balance any dilution suffered as a result of the
proposed transaction and help to recover from any initial short-term downward pressure
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Executive Summary

Offer Strategy and Timing

The ideal announcement circumstance for this transaction would see RCI announce an offer
for the RWC minority coincident with a favorable valuation range and fairness opinion from
the independent valuator and a unanimous recommendation in favour of the offer from RWC's
board

Such support is likely a week to two weeks away from finalization

Delaying a transaction for such support introduces additional elements of risk

Market risk that the exchange ratio could continue to move against RCI either from normal market
activity, or an information leak, resulting in either an offer that yields a smaller initial premium, or
ultimately a more expensive offer

Disclosure risk as a result of 13D requirements, or the provision of incomplete information in the
marketing of a RWC bond offering

A good second best announcement circumstance would see RCI announce the offer with
disclosure surrounding the independent committee process to date and the preliminary range
arrived at by the independent valuator

This alternative would allow an initial positive spin on announcement in respect of the offer value
while at the same time substantially eliminating market timing and disclosure risks

Use of the takeover bid offer structure places significant additional pressure to accept the
initial offer when take up of only 2.1 million shares are required to successfully complete the
offer

However, the alternative of dissent and appraisal rights will continue to exist for RWC shareholders
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Market Overview

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Market Overview

Capitalization

The minority shareholders of RWC represent 9.8% of RCI's market capitalization




























































RWC's EBITDA represents 61.8% of RCI's
EBITDA
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RWC Shareholder Analysis

15 out of the top 20 RWC shareholders are also holders of RCI Class B shares


















Market Overview
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Market Overview

RWC Trading Summary
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Market Overview

Analyst Targets


Historical Recommendations

Historical Consensus Target Price

Research analysts have upwardly revised  their views on RWC over the last six
months
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Market Overview

Research Analyst Views

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Market Overview

RWC Histogram

90% of the RWC's shares traded on the TSX have traded at less than C$40.00

Average trading volume over the period of 60,819 shares per day

Implies approximately 252 days to turn the float one time

















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Market Overview

Relative Share Performance


Relative Performance

(January 2001 - November 2004)
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Market Overview

Exchange Ratio: RCI share per RWC Share


Exchange Ratio

(November 2002 - November 2004)

Relative
outperformance by
RWC

Relative
outperformance by
RCI
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Preliminary Financial Analysis

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Preliminary Financial Analysis

Preliminary Financial Analysis

Preliminary Financial Analysis

RWC Operating Statistics


RWC Operating Statistics


RWC Operating Statistics


Source: Company Reports
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Preliminary Financial Analysis

Comparative Operating Statistics (1)


(1)  Scotia Capital research.

(1)  Scotia Capital research.

(1)  Scotia Capital research.

(1)  Scotia Capital research.

(1)  Scotia Capital research.
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Preliminary Financial Analysis

Wireless Trading Peer Analysis
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Preliminary Financial Analysis

Cable Trading Peer Analysis
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Preliminary Financial Analysis

Precedent Transaction Analysis
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Preliminary Financial Analysis

Illustrative Pricing Parameters

Mid-point of BMO
NB Value Range
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Preliminary Financial Analysis

Bid Premium Analysis

Pricing a deal at 1.75 RCI shares per RWC shares (an initial price of $50.23, slightly higher
than the mid-point of BMO NB's valuation range), would result in a premium of 14.1% over
the 20-day average of RWC shares

20-day average trading average tends to be the standard benchmark on which institutions will focus on
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Preliminary Financial Analysis

Preliminary Accretion/Dilution Analysis

The transaction is accretive on an earnings basis and slightly
dilutive on a proportionate cash flow per share metric
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Offer Considerations

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Offer Considerations

RWC Offer Overview

Under the proposed exchange ratio of 1.75 RCI shares for each RWC share, 29.0 million RCI
shares would be issued resulting in a equity dilution of 10.2% to current RCI shareholders

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Offer Considerations

RWC Offer Overview (continued)

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Offer Considerations

RWC Offer Overview (continued)

A minimum of 2.1 million shares or 13.0% of the float will need to be
tendered in order to achieve the desired 90%+ ownership (on a fully diluted
basis)
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Offer Considerations

RWC Offer Overview (continued)

For each $1.00 increase in the offer price, RCI shareholders
are diluted by approximately 0.2%
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Offer Considerations

Pro Forma Ownership
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Offer Considerations

Strategic Rationale - Merits

Elimination of the public minority in RWC would provide RCI with significantly greater
operating flexibility

Resolve transfer pricing issues in respect of bundled offerings and shared services

Reduce conflicts regarding which product group owns "shared" customers

Eliminate need for independent review of all significant related party transactions

Having no public minority would allow RCI direct access to the RWC cashflow and financing
capacity and allow greater flexibility in tax planning

The transaction would eliminate a public subsidiary which has not historically been useful as a
public entity for RCI

RWC has rarely been used as a vehicle to access the public equity markets

There is little liquidity in the RWC shares, especially relative to the liquidity of the RCI shares

RWC could still issue public debt as a private entity

Eliminating the minority allows RCI to operate RWC under less scrutiny, offering a greater
ability to take a longer term perspective on operating and capital decisions

Issuing equity from RCI to fund the offer should provide further liquidity to RCI shares, as
RCI's public minority will grow
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Offer Considerations

Strategic Rationale - Issues/Considerations

The current timing is relatively unfavourable for a RCI offering to acquire the RWC minority

The relative exchange ratio between the RCI share price and the RWC share price is close to its
weakest point of the last two years

Recent performance of wireless companies have been strong and on an upward trend

The market has seen a number of wireless consolidations recently pushing up valuations

The transaction is modestly dilutive to RCI in terms of cash flow per share:

As RCI already operates and controls RWC, the transaction will yield few synergies

The transaction may create short-term downward pressure on RCI share price due to the
following:

Subsequent sale of RCI shares by un-natural cable stock holders

Arbitrage of the offer and other hedging activities

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Offer Considerations

Potential Market Reaction

The market will not be surprised by an RCI offer to acquire the RWC minority, it has been expecting an
offer and has to a certain extent already incorporated some takeover premium in to the share price

Possible that RWC shares will initially trade at a premium to the offer value with the market expecting that
RCI may be willing to increase its offer to obtain a successful transaction

Arguments available to RCI to moderate such market expectations include:

The ability to highlight that the offer is within the independent valuator's range (and ultimately that the offer has the
support of RWC's board)

RCI's previous refusal to increase its offer in 2001

RCI's need to only acquire approximately 2.1 million shares to achieve 90% ownership and squeeze out the minority

The market, particularly arbitrageurs, will use many tactics to vocally express that the offer is too low,
including highlighting

The small premium represented by the offer

Analyst estimates for RWC's share price significantly in excess of the offer

Microcell transaction multiples significantly in excess of the offer

Initial arbitrage activity is likely to put downward pressure on RCI's share price while hedge positions are
established

However as trading returns to a more fundamental basis, there will likely be minimal impact on RCI's normalized
trading price

A continuing positive market view of wireless prospects should help to balance any dilution suffered as a result of the
proposed transaction and help to recover from any initial short-term downward pressure
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Offer Considerations

Overview of Recent Going Private Considerations

The Canadian marketplace has seen eight significant going private transactions ("GPTs") in
the last 24 months

Canadian investors have been receptive to these deals, as four of these GPTs have been
successfully completed and three are pending

Since 2001, seven of the nine successful GPTs had initial offer prices at or below the mid-
point of the valuation range determined by the independent committee's valuators:

Five were completed at the initial offer price

Four offer prices were revised upwards

This demonstrates that the market clearing price is more important than the valuation range
determined by the independent committee's advisors in determining the success of GPTs

Four of the nine precedent GPTs were announced in advance of the targets' boards
establishing independent committees and the preparation of formal valuations

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Offer Considerations

Overview of Recent Going Private Considerations (continued)
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Offer Considerations

Overview of Recent Going Private Considerations (continued)

The valuation range can be a key element of negotiations with the independent committee
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Offer Considerations

Offer Strategy and Timing

The ideal announcement circumstance for this transaction would see RCI announce an offer
for the RWC minority coincident with a favorable valuation range and fairness opinion from
the independent valuator and a unanimous recommendation in favour of the offer from RWC's
board

Such support is likely a week to two weeks away from finalization

Delaying a transaction for such support introduces additional elements of risk

Market risk that the exchange ratio could continue to move against RCI either from normal market
activity, or an information leak, resulting in either an offer that yields a smaller initial premium, or
ultimately a more expensive offer

Disclosure risk as a result of 13D requirements, or the provision of incomplete information in the
marketing of a RWC bond offering

A good second best announcement circumstance would see RCI announce the offer with
disclosure surrounding the independent committee process to date and the preliminary range
arrived at by the independent valuator

This alternative would allow an initial positive spin on announcement in respect of the offer value
while at the same time substantially eliminating market timing and disclosure risks

Use of the takeover bid offer structure places significant additional pressure to accept the
initial offer when take up of only 2.1 million shares are required to successfully complete the
offer. However, the alternative of dissent and appraisal rights will continue to exist for RWC
shareholders
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Offer Considerations

Other Considerations

RWC Board support is helpful in the marketing of the offer, and necessary to garnering the support of
certain institutions and index funds that have a policy of not supporting going-private offers that are not
supported by the target board

Notwithstanding the support of the RWC board, institutional shareholders can and will avoid tendering to
the offer if:

a)   They perceive the offer to be unfair

b)   They believe a higher bid from the major shareholder can be obtained

c)   They feel that they have been treated inappropriately

Although the independent valuation range is an important indicator of value and is an essential benchmark
to achieve RWC board support, it is not determinative of deal success

An offer priced in the range does not guarantee that institutions will like the deal

The important factor is the price that will clear the market, i.e. garner maximum support and minimum
dissent

While an initial offer within the independent valuation range is very supportable, market reaction will have
to be gauged throughout the offer period to determine if a small improvement to the offer will significantly
enhance success

Further, RCI should actively communicate (i.e. road show) with RWC shareholders, essentially using this
transaction as an opportunity to meet with major shareholders of RCI &#038; RWC to market the RCI strategy
and seek their support

The take-over bid structure will eliminate any gamesmanship in respect of disgruntled shareholders selling
the RWC shares after the record date and maintaining the vote as seen on the previous 2001 offer
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<TYPE>EX-4.22
<SEQUENCE>23
<FILENAME>t14763exv4w22.txt
<DESCRIPTION>EX-4.22
<TEXT>
<PAGE>

(BMO NESBITT BURNS LOGO)                          INVESTMENT & CORPORATE BANKING
                                                  1 First Canadian Place
                                                  4th Floor, P.O. Box 150
                                                  Toronto, ON M5X 1H3
                                                  Tel.: (416) 359-4001



November 22, 2004


The Independent Committee of the Board of Directors
Rogers Wireless Communications Inc.
One Mount Pleasant Road
Toronto, Ontario
M4Y 2Y5


Dear Sirs:


BMO Nesbitt Burns Inc. ("BMO Nesbitt Burns") understands that Rogers
Communications Inc. ("RCI") has proposed a share exchange take-over bid for all
of the outstanding Rogers Wireless Communications Inc. (the "Corporation) Class
B Restricted Voting shares ("RWCI Restricted Voting Shares") not owned by RCI on
the basis of 1.75 RCI Class B Non-Voting shares ("RCI Non-Voting Shares") for
each RWCI Restricted Voting Share held (the "Transaction"). BMO Nesbitt Burns
also understands that RCI intends to take up and pay for any and all of the
publicly held shares that are tendered to the offer regardless of the actual
number of shares tendered, and that if a sufficient number of shares are
acquired under the offer, it is RCI's current intention that it would acquire
the remaining publicly held Corporation shares pursuant to a subsequent
compulsory acquisition or going private transaction. RCI currently owns 100% of
the Corporation's Class A Multiple Voting shares and approximately 81% of the
RWCI Restricted Voting Shares, representing an approximate 89% equity interest
and an approximate 98% voting interest in the Corporation.

BMO Nesbitt Burns further understands that further details of the Transaction
will be provided in the take-over bid circular to be mailed to the holders of
RWCI Restricted Voting Shares (the "Circular") and in the Directors' Circular of
the Corporation (the "Directors' Circular"). BMO Nesbitt Burns also understands
that the Transaction is an "Insider Bid", as such term is defined in Rule 61-501
of the Ontario Securities Commission ("Rule 61-501") and Policy Q-27 of the
Quebec Autorite des marches financiers (collectively, the "Rules"), and that the
Circular will be prepared by RCI in compliance with applicable laws,
regulations, policies and rules (including the Rules).



A member of BMO [LOGO] Financial Group
________________________________________________________________________________

                   All insurance products are offered through
                   BMO Nesbitt Burns Financial Services Inc.


                                       1
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BMO Nesbitt Burns understands that a committee of members of the Board of
Directors of the Corporation (the "Board"), who are independent of RCI and its
principals (the "Independent Committee"), has been constituted to supervise the
preparation of a formal valuation and to report to the Board with its
recommendations in respect of the Transaction.

The Independent Committee has retained BMO Nesbitt Burns to prepare and deliver
to the Independent Committee a formal valuation (the "Formal Valuation") of the
RWCI Restricted Voting Shares in accordance with the requirements of the Rules
and the Minority Shareholder Protection Agreement (the "MSPA") dated August 7,
1991 entered into by RCI and the Corporation, and to provide its opinion (the
"Fairness Opinion") as to the fairness, from a financial point of view, of the
consideration offered under the Transaction to the holders of RWCI Restricted
Voting Shares other than RCI (the "Minority Shareholders").


ENGAGEMENT OF BMO NESBITT BURNS

The Independent Committee first contacted BMO Nesbitt Burns on September 30,
2004 regarding a potential advisory assignment in connection with a possible
transaction involving a formal valuation of the Corporation. BMO Nesbitt Burns
was formally retained by the Independent Committee to prepare, if requested, an
independent formal valuation in respect of such possible transaction, which at
the time was contemplated to be a possible substantial issuer bid by the
Corporation, pursuant to a letter agreement dated October 19, 2004 (the
"Original Engagement Agreement"). On November 11, 2004 an amending letter dated
November 10, 2004 amending the Original Engagement Agreement to reflect the
Transaction (the Original Engagement Letter, as so amended, being the
"Engagement Agreement") was executed. The terms of the Engagement Agreement
provide that BMO Nesbitt Burns is to be paid a total fee of $1,300,000 for the
services to be rendered thereunder. In addition, BMO Nesbitt Burns is to be
reimbursed for its reasonable out-of-pocket expenses, including fees paid to its
legal counsel in respect of advice rendered to BMO Nesbitt Burns in carrying out
its obligations under the Engagement Agreement, and is to be indemnified by the
Corporation in certain circumstances. No part of BMO Nesbitt Burns' fee is
contingent upon the outcome of the Transaction or any other transaction.

On October 25, 2004, BMO Nesbitt Burns met with the Independent Committee to
present BMO Nesbitt Burns' update on the process with respect to the assessment
of the value of the RWCI Restricted Voting Shares. On November 1, 2004, BMO
Nesbitt Burns provided the Independent Committee with a further update on the
status of the valuation work, advising the Independent Committee that BMO
Nesbitt Burns had completed a series of meetings with the Corporation's senior
management ("Management") and had received access to all required information.
After further due diligence and analysis, BMO Nesbitt Burns met again with the
Independent Committee on November 9, 2004 to review its subsequent work and
orally communicated BMO Nesbitt Burns' preliminary view that the value of the
RWCI Restricted Voting Shares was in a range of $46.00 to $54.00 per share. BMO
Nesbitt Burns submitted


                                       2
<PAGE>

to the Independent Committee a written valuation presentation on November 11,
2004. On November 11, 2004, RCI publicly announced that it had proposed the
Transaction. On November 16, 2004 BMO Nesbitt Burns conducted a due diligence
question and answer session with senior officers of RCI. On November 18, 2004,
BMO Nesbitt Burns met with the Independent Committee and reviewed the
consideration offered under the Transaction, confirmed the preliminary valuation
range of the RWCI Restricted Voting Shares and preliminarily confirmed that the
proposed share exchange ratio was fair from a financial point of view, all
subject to completion of due diligence. On November 22, 2004, having completed
its updating diligence and internal review and approval processes, BMO Nesbitt
Burns met with the Independent Committee and reconfirmed, and delivered its
final valuation report setting forth, its formal valuation range of $46.00 to
$54.00 per share for the RWCI Restricted Voting Shares and opined that the
consideration offered under the Transaction is fair, from a financial point of
view, to the Minority Shareholders.


CREDENTIALS OF BMO NESBITT BURNS

BMO Nesbitt Burns is one of Canada's largest investment banking firms, with
operations in all facets of corporate and government finance, mergers and
acquisitions, equity and fixed income sales and trading, investment research and
investment management. BMO Nesbitt Burns has been a financial advisor in a
significant number of transactions throughout North America involving public
companies in various industry sectors and has extensive experience in preparing
valuations and fairness opinions.

The Formal Valuation and the Fairness Opinion as of November 22, 2004 expressed
herein represent the opinions of BMO Nesbitt Burns and the form and content
hereof have been approved by a group of BMO Nesbitt Burns' directors and
officers, each of whom is experienced in mergers and acquisitions, divestitures,
valuations and fairness opinions.


INDEPENDENCE OF BMO NESBITT BURNS

BMO Nesbitt Burns acts as a trader and dealer, both as principal and agent, in
major financial markets and, as such, may have had, and may in the future have,
positions in the securities of the Corporation, Microcell Communications Inc.
("Microcell"), RCI or their respective associates or affiliates and, from time
to time, may have executed, or may execute, transactions on behalf of such
companies or clients for which it received or may receive compensation. As an
investment dealer, BMO Nesbitt Burns conducts research on securities and may, in
the ordinary course of its business, provide research reports and investment
advice to its clients on investment matters, including with respect to the
Corporation, RCI or their respective associates or affiliates or the
Transaction.

In addition, in the ordinary course of its business, BMO Nesbitt Burns or its
controlling shareholder, Bank of Montreal (the "Bank") or any of their
affiliated entities may have extended or may extend loans, or may have provided
or may provide other financial services, to the Corporation, Microcell, RCI or
their respective associates or affiliates. Except as


                                       3
<PAGE>

expressed herein, there are no understandings, agreements or commitments between
BMO Nesbitt Burns and the Corporation or RCI or any of their respective
associates or affiliates with respect to any future business dealings.

None of BMO Nesbitt Burns, the Bank or any of their affiliated entities (as such
term is defined for purposes of the Rules:

     (a)  is an associated or affiliated entity or issuer insider (as such terms
          are defined for purposes of the Rules of the Corporation or RCI or
          their respective associates or affiliates;

     (b)  is an advisor to RCI in connection with the Transaction;

     (c)  is a manager or co-manager of a soliciting dealer group formed in
          respect of the Transaction (or a member of such a group performing
          services beyond the customary soliciting dealer's functions or
          receiving more than the per security or per security holder fees
          payable to the other members of the group); or

     (d)  has a financial incentive in respect of the conclusions reached in the
          Formal Valuation or the Fairness Opinion or has a material financial
          interest in the completion of the Transaction.

There are no agreements or understandings between BMO Nesbitt Burns and any
interested parties in the Transaction concerning future business relationships.
Affiliates of BMO Nesbitt Burns have (non-lead) roles in the underwriting
syndicate for the proposed high yield debt offerings by the Corporation and its
affiliates which roles are not, to the knowledge of BMO Nesbitt Burns, related
in any manner to the engagement hereunder and do not affect BMO Nesbitt Burns'
view as to its independence as expressed above. The Corporation and the
Independent Committee have acknowledged that such roles do not affect their
assessment of BMO Nesbitt Burns' independence for purposes of this engagement.

BMO Nesbitt Burns is of the view that it is "independent" of all interested
parties in the Transaction for the purposes of the Rules.


SCOPE OF REVIEW

In connection with the Formal Valuation and the Fairness Opinion, BMO Nesbitt
Burns reviewed, considered and relied upon (without attempting to verify
independently the completeness or accuracy thereof) or carried out, among other
things, the following:

     o    November 22, 2004 drafts of the Circular and Directors' Circular;

     o    audited consolidated financial statements of the Corporation,
          Microcell and RCI for the five years ended and as at December 31,
          1999, December 31, 2000, December 31, 2001, December 31, 2002, and
          December 31, 2003;


                                       4
<PAGE>

     o    unaudited consolidated interim financial statements of the
          Corporation, Microcell and RCI for the period ended and as at March
          31, 2004, June 30, 2004 and September 30, 2004, with comparative
          figures for the period ended and as at March 31, 2003, June 30, 2003
          and September 30, 2003;

     o    management's discussion and analysis of the financial condition and
          results of the operations of the Corporation, Microcell and RCI for
          the five years ended and as at December 31, 1999, December 31, 2000,
          December 31, 2001, December 31, 2002, and December 31, 2003 and for
          the period ended March 31, 2004, June 30, 2004 and September 30, 2004;

     o    annual reports of the Corporation, Microcell and RCI for the fiscal
          years ended December 31, 1999, December 31, 2000, December 31, 2001,
          December 31, 2002, and December 31, 2003;

     o    annual information forms of the Corporation, Microcell and RCI for the
          fiscal years ended December 31, 1999, December 31, 2000, December 31,
          2001, December 31, 2002, and December 31, 2003;

     o    notices of annual meetings of shareholders and management information
          circulars of the Corporation dated March 5, 2001, April 19, 2003 and
          April 19, 2004;

     o    information circular and proxy statement pertaining to a plan of
          reorganization under CCAA for Microcell dated February 17, 2003;

     o    press release issued by the Corporation on November 11, 2004
          concerning the Transaction;

     o    Support Agreement dated September 19, 2004 between Microcell and the
          Corporation;

     o    the Corporation's take-over bid circular for Microcell dated September
          30, 2004 and Microcell Director's Circular dated September 30, 2004;

     o    Telus Corporation's take-over bid circular for Microcell dated May 17,
          2004 and Microcell's Director's Circular rejecting the bid dated May
          28, 2004;

     o    the offering memorandum dated February 17, 2004 for Rogers Wireless
          Inc., an operating subsidiary of the Corporation, relating to the
          issuance of senior notes;

     o    the preliminary offering memorandum dated November 15, 2004 for Rogers
          Wireless Inc., an operating subsidiary of the Corporation, relating to
          the issuance of senior notes;

     o    2004-2006 Corporation strategic plan (the "Strategic Plan") dated
          February 3, 2004, presented to the Board;


                                       5
<PAGE>

     o    document presented by the Corporation to credit rating agencies during
          the week of October 25, 2004;

     o    Board presentation regarding Microcell acquisition (dated September
          16, 2004);

     o    selected projected financial information for the Corporation dated
          October 29, 2004 for the fiscal year 2005 (the "2005 Budget") prepared
          by Management;

     o    projected financial information for the Corporation for the fiscal
          years ending December 31, 2004 through to December 31, 2009 prepared
          by Management (the "Management Forecast") and confirmed as at November
          11, 2004 and re-confirmed as at November 22, 2004;

     o    discussions with Management with respect to the information referred
          to above and other issues considered relevant, including the outlook
          for the Corporation (pro forma the Microcell acquisition);

     o    representations contained in a certificate addressed to BMO Nesbitt
          Burns dated November 10, 2004 from senior officers of the Corporation
          (and confirmation of such certificate dated and delivered as of the
          date hereof, as so confirmed the "Certificate") as to, among other
          things, the completeness and accuracy of the information upon which
          the Formal Valuation and the Fairness Opinion are based;

     o    discussions with members of the Independent Committee;

     o    discussions with Ogilvy Renault, legal counsel to the Independent
          Committee;

     o    discussions with management and counsel of RCI;

     o    various research publications prepared by equity research analysts and
          independent market researchers regarding the wireless industry, the
          Corporation, Microcell, RCI and other selected public companies
          considered relevant;

     o    public information relating to the business, operations, financial
          performance and stock trading history of the Corporation, Microcell,
          RCI and other selected public companies considered relevant;

     o    public information with respect to transactions of a comparable nature
          considered relevant;

     o    such other corporate, industry and financial market information,
          investigations and analyses as BMO Nesbitt Burns considered necessary
          or appropriate in the circumstances.

BMO Nesbitt Burns has not, to the best of its knowledge, been denied access by
the Corporation to any information requested by BMO Nesbitt Burns. BMO Nesbitt
Burns had a due diligence discussion with senior officers of RCI and was not
denied any information. As


                                       6
<PAGE>

the auditors of the Corporation declined to accept responsibility for any
reliance that BMO Nesbitt Burns might place upon information provided by them as
a part of any due diligence review, BMO Nesbitt Burns did not meet with the
auditors and has assumed the accuracy and fair presentation of and relied upon
audited financial statements of the Company and the reports of the auditors
thereon.


PRIOR VALUATIONS

The Corporation and RCI have represented to BMO Nesbitt Burns that there have
not been any prior valuations (as defined in the Rules) of the Corporation,
Microcell or RCI or their respective material assets or securities in the past
24-month period.


ASSUMPTIONS AND LIMITATIONS

In accordance with the Engagement Agreement, BMO Nesbitt Burns has relied upon,
and has assumed the completeness, accuracy and fair presentation of, all
financial and other information, data, advice, opinions and representations
obtained by it from public sources or provided by the Corporation, RCI,
associates, affiliates, consultants, advisors and representatives including
information, data, and other materials filed on SEDAR and on EDGAR
(collectively, the "Information"). The Formal Valuation and the Fairness Opinion
are conditional upon the completeness, accuracy and fair presentation of the
said information. Subject to the exercise of its professional judgment, BMO
Nesbitt Burns has not attempted to verify independently the completeness,
accuracy or fair presentation of the Information.

BMO Nesbitt Burns has assumed that the forecasts, projections, estimates and
budgets of the Corporation (pro forma the Microcell acquisition) provided to us
and used in our analyses have been reasonably prepared on bases reflecting the
best currently available estimates and judgments of the Management and their
respective associates and affiliates as to matters covered thereby.

Senior officers of the Corporation have represented to BMO Nesbitt Burns in the
Certificate that, among other things:

     i.   With the exception of forecasts, projections or estimates referred to
          in paragraph (ii) or except as disclosed in writing by the Corporation
          to BMO Nesbitt Burns in connection with its engagement, the
          Information, provided by or on behalf of the Corporation or any of its
          subsidiaries to BMO Nesbitt Burns in connection with its engagement
          is, or in the case of historical information was, at the date of
          preparation, to the best of each of the senior officer's knowledge,
          true and accurate in all material respects and does not or did not, as
          the case may be, contain any untrue statement of a material fact or
          omit to state a material fact necessary to make the statements therein
          not misleading in light of the circumstances in which such statements
          were made.

     ii.  With respect to any portions of the Information that constitute
          forecasts, projections or estimates provided to BMO Nesbitt Burns in
          connection with its engagement, such


                                       7
<PAGE>

          forecasts, projections or estimates (i) were prepared using the
          probable courses of actions to be taken during the period covered
          thereby and the assumptions identified therein, which in the
          reasonable belief of the Management of the Corporation are (or were at
          the time of preparation) reasonable in the circumstances; and (ii) are
          not, in the reasonable belief of the Management of the Corporation,
          misleading in any material respect in light of the assumptions used or
          in light of any developments since the time of their preparation.

     iii. To the extent that any of the Information is historical, there have
          been no changes or occurrences since the respective dates thereof that
          render, or could reasonably be expected to render, any of that
          Information untrue or misleading in any material respect that have not
          been generally disclosed and reflected in documents filed on SEDAR or
          disclosed in writing by the Corporation to BMO Nesbitt Burns in
          connection with its engagement or updated by more current information,
          data or other materials provided to BMO Nesbitt Burns in writing.

     iv.  Since the dates on which the Information was provided to BMO Nesbitt
          Burns, no transaction material to the engagement of BMO Nesbitt Burns
          has been entered into or contemplated by the Corporation, and there is
          no plan or proposal for any restructuring of, or material changes in,
          the business or affairs of the Corporation or any of its divisions,
          subsidiaries or other material interests, which has not been disclosed
          to BMO Nesbitt Burns or otherwise publicly disclosed and reflected in
          documents filed on SEDAR.

     v.   The Corporation and its divisions, subsidiaries and other material
          interests have no material contingent liabilities or assets other than
          as disclosed in the Information.

     vi.  Except as publicly disclosed and reflected in documents filed on SEDAR
          or as disclosed to BMO Nesbitt Burns by the Corporation in writing in
          connection with its engagement, to the best of the Corporation's
          knowledge,

          a)   the Corporation has no plans, and Management is not aware of any
               circumstances or developments, that could reasonably be expected
               to have a material effect on the assets, liabilities, financial
               condition, prospects or affairs of the Corporation;

          b)   there are no appraisals or valuations known to Management
               relating to the Corporation or any of its securities or material
               assets or subsidiaries, including Microcell, that have been
               prepared in the preceding 24 months, and no valuation or
               appraisal relating to any of the foregoing has been commissioned
               by or on behalf of the Corporation or any of its subsidiaries or
               is known to Management to be in the course of preparation;

          c)   no offers or negotiations relating to the purchase or sale of any
               material assets of the Corporation or with respect to all or a
               material portion of the securities of the Corporation have been
               made or received in the preceding 24 months;


                                       8
<PAGE>

          d)   neither the Corporation nor any subsidiaries of the Corporation
               has any material contingent liability or contingent asset on a
               consolidated or non-consolidated basis; and

          e)   there are no actions, suits, proceedings or inquiries pending or
               threatened against or affecting the Corporation or any of the
               subsidiaries of the Corporation at law or in equity or before any
               federal, state, provincial, municipal or other governmental
               department, court, commission, bureau, board, agency or
               instrumentality, which could reasonably be expected to materially
               and adversely affect the Corporation or any of its subsidiaries.

    vii.  There are no facts regarding the Corporation or any of its
          subsidiaries, assets, liabilities, affairs, prospects or condition
          (financial or otherwise) that have not been disclosed to BMO Nesbitt
          Burns in the Information that could reasonably be expected to
          materially affect the Corporation or any of its subsidiaries, the RWCI
          Restricted Voting Shares or the Formal Valuation and the Fairness
          Opinion.

    viii. There is no fact regarding RCI or any of its subsidiaries, assets,
          liabilities, affairs, prospects or condition (financial or otherwise)
          that have not been disclosed to BMO Nesbitt Burns in the Information
          that could reasonably be expected to materially affect RCI, the RCI
          Shares or the Fairness Opinion.

    ix.   The Corporation has complied in all material respects with the terms
          and conditions of the Engagement Agreement.


The Formal Valuation and the Fairness Opinion are rendered on the basis of
securities markets, economic, financial and general business conditions
prevailing as of November 22, 2004, and the condition and prospects, financial
and otherwise, of the Corporation, subsidiaries and other material interests as
they were reflected in the Information reviewed by BMO Nesbitt Burns. In its
analyses and in preparing the Formal Valuation and the Fairness Opinion, BMO
Nesbitt Burns made numerous judgments with respect to industry performance,
general business, market and economic conditions and other matters, many of
which are beyond the control of any party involved in the Transaction. All
financial figures herein are expressed in Canadian dollars except where
otherwise noted. Certain figures have been rounded for presentation purposes.

The Formal Valuation and the Fairness Opinion are provided as of November 22,
2004, and BMO Nesbitt Burns disclaims any undertaking or obligation to advise
any person of any change in any fact or matter affecting the Formal Valuation or
the Fairness Opinion of which it may become aware after November 22, 2004.
Without limiting the foregoing, in the event that there is any material change
in any fact or matter affecting the Formal Valuation or the Fairness Opinion
after such date, BMO Nesbitt Burns reserves the right to change, modify or
withdraw the Formal Valuation or the Fairness Opinion.


                                       9
<PAGE>

The Formal Valuation and the Fairness Opinion have been prepared and provided
solely for the use of the Independent Committee and the Board and for inclusion
in the Circular and the Corporation's Director's Circular relating to the
Transaction ("Director's Circular"), and may not be used or relied upon by any
other person without our express prior written consent. Subject to the terms of
the Engagement Agreement, BMO Nesbitt Burns consents to the publication of the
Formal Valuation and the Fairness Opinion in their entirety and a summary
thereof (in a form acceptable to BMO Nesbitt Burns) in the Circular and
Director's Circular relating to the Transaction and to the filing thereof, as
necessary, by the Corporation with the securities commissions or similar
regulatory authorities in Canada and the U.S.

We express no opinion herein concerning the future trading prices of the
securities of the Corporation or RCI and make no recommendation to the Minority
Shareholders with respect to the Transaction.

BMO Nesbitt Burns has based the Formal Valuation and the Fairness Opinion upon a
variety of factors. Accordingly, BMO Nesbitt Burns believes that its analyses
must be considered as a whole. Selecting portions of its analyses or the factors
considered by BMO Nesbitt Burns, without considering all factors and analyses
together, could create a misleading view of the process underlying the Formal
Valuation and the Fairness Opinion. The preparation of a valuation is a complex
process and is not necessarily susceptible to partial analysis or summary
description. Any attempt to do so could lead to undue emphasis on any particular
factor or analysis.


OVERVIEW OF THE CORPORATION

The Corporation is a leading Canadian wireless communications service provider,
serving more than 4.2 million customers at September 30, 2004, including over
4.0 million wireless voice and data subscribers and approximately 211,000
one-way messaging (paging) subscribers. The Corporation operates both a
GSM(1)/GPRS(2) network, with EDGE(3) technology, and a seamless integrated
TDMA(4) and analog cellular network. The GSM/GPRS/EDGE network provides coverage
to approximately 93% of Canada's population. The seamless TDMA and analog
network provides coverage to approximately 85% of the Canadian population in
digital mode, and approximately 93% of the population in analog mode. The
Corporation estimates that its more than 4.0 million wireless voice and data
subscribers represent approximately 13.6% of the Canadian population residing in
its coverage area and approximately 28% of the wireless voice and data
subscribers in Canada. Subscribers to its wireless services have access to these
services in the United States through the Corporation's roaming agreements with
various U.S. wireless operators. The Corporation's subscribers also have
wireless access internationally in over 140 countries, including throughout
Europe, Asia and Latin America, through roaming agreements with other wireless
providers. The

- ------------
(1) GSM - Global System for Mobile Communication
(2) GPRS - General Packet Radio Service
(3) EDGE - Enhanced Data for GSM Evolution
(4) TDMA - Time Division Multiple Access

                                       10
<PAGE>

Corporation is a public company, and was 89.2% owned by RCI at October 31, 2004,
with the balance publicly held.

On September 20, 2004, the Corporation announced an agreement with Microcell to
make an all cash offer of $35.00 per share to acquire Microcell, Canada's fourth
largest wireless communications provider. The Corporation announced the
successful completion of that acquisition on November 11, 2004. The Corporation
expended approximately $1.6 billion in connection with its acquisition of
Microcell, including the repayment of Microcell's bank debt and swap
obligations, prepayment penalties, investment banking advisory fees and other
related costs, net of Microcell's cash on hand. On a pro forma basis with the
acquisition of Microcell, the Corporation became the largest wireless operator
in Canada with more than 5.5 million customers, including approximately 5.3
million wireless voice and data customers.

For the twelve months ended September 30, 2004, the Corporation (excluding
Microcell) had revenue of $2,560.0million, earnings before interest,
depreciation, amortization and taxes ("EBITDA") of $891.0 million and net income
of $162.6 million. At September 30, 2004 the Corporation (excluding Microcell)
had total assets of $3,201.2 million and net debt of $1,947.2 million.

HISTORICAL FINANCIAL INFORMATION

The following table summarizes the Corporation's consolidated operating results
for the five fiscal years up to and including the fiscal year ended December 31,
2003 and for the nine months ended September 30, 2004 and September 30, 2003:

<TABLE>
<CAPTION>
                                                                                                                  Unaudited
                                                                                                          -------------------------
                                                                                                          NINE MONTHS   NINE MONTHS
                                                                  FISCAL YEAR                                ENDED         ENDED
                                         --------------------------------------------------------------    Sept. 30,     Sept. 30,
                                            1999         2000         2001         2002         2003          2003          2004
                                         ----------   ----------   ----------   ----------   ----------   -----------   -----------
<S>                                      <C>          <C>          <C>          <C>          <C>           <C>           <C>
FINANCIAL PERFORMANCE ($ thousands)
Postpaid (voice and data).............   $1,171,471   $1,350,587   $1,464,423   $1,628,095   $1,911,073    $1,408,324    $1,678,470
Prepaid...............................       23,849       42,530       71,068       91,151       91,255        64,013        75,211
One-way messaging.....................       51,793       55,992       43,632       35,238       27,565        21,123        18,652
                                         ----------   ----------   ----------   ----------   ----------    ----------    ----------
Network revenue.......................    1,247,113    1,449,109    1,579,123    1,754,484    2,029,893     1,493,460     1,772,333
Equipment revenue.....................      107,252       95,774       61,766      137,030      177,901       124,735       197,564
Total operating revenue...............    1,354,365    1,544,883    1,640,889    1,891,514    2,207,794     1,618,195     1,969,897
Operating profit (1)..................      412,477      400,550      401,261      516,681      716,236       552,149       727,535
Operating Margin......................        30.5%        25.9%        24.5%        27.3%        32.4%         34.1%         36.9%
Net income (loss).....................        8,582     (90,667)    (224,692)     (90,705)      137,841       136,490       161,202
Cash flow from operations (2).........      318,960      262,870      211,773      310,641      521,957       402,591       573,216
PP&E expenditures (excluding spectrum
   licence costs) (3).................      400,959      525,993      654,457      564,552      411,933       292,865       305,790
Per share
Weighted average outstanding shares -
   diluted (000s).....................      103,902      122,366      135,652      141,608      141,773       141,957       143,672
Net income (loss) per share - basic...         0.08       (0.74)       (1.66)       (0.64)         0.97          0.96          1.13
</TABLE>

- ------------
1.   Operating profit is defined as net income before depreciation and
     amortization, interest expense, income taxes, non-operating items and
     special charges and is often referred to as EBITDA
2.   Cash flow from operations before changes in non-cash operating items
3.   Spectrum licences for the deployment of next generation wireless services
     across Canada were acquired in February 2001 at a total cost of $396.8
     million

Source: Corporation's public filings.


                                       11
<PAGE>

The following table summarizes the Corporation's consolidated balance sheet
statements as at the end of the fiscal years 1999 to 2003, and as at the end of
the nine months in fiscal years 2004 and 2003:

<TABLE>
<CAPTION>
                                                                                                                   Unaudited
                                                                                                            ------------------------
                                                           AS AT THE END OF FISCAL YEAR                        AS AT         AS AT
                                        -----------------------------------------------------------------    SEPT. 30,     SEPT. 30,
($ thousands)                              1999         2000          2001          2002          2003         2003          2004
                                        ----------   ----------    ----------    ----------    ----------   ----------    ----------
<S>                                     <C>          <C>           <C>           <C>           <C>          <C>           <C>
Cash................................             -            -             -        10,068             -            -      $111,291
Other current assets................       179,564      215,696       258,293       289,907       363,829      369,950       401,856
Property, plant and equipment.......     1,778,545    1,972,110     2,252,328     2,371,133     2,299,919    2,302,200     2,249,063
Other...............................       194,069      221,481       716,040       631,604       443,595      467,851       439,020
                                        ----------   ----------    ----------    ----------    ----------   ----------    ----------
TOTAL ASSETS........................    $2,152,178   $2,409,287    $3,226,661    $3,302,712    $3,107,343   $3,140,001    $3,201,230
                                        ==========   ==========    ==========    ==========    ==========   ==========    ==========

Current liabilities.................      $396,969     $394,876      $367,033      $507,789      $437,813     $484,319      $366,765
Long-term debt......................     1,483,215    1,540,013     2,471,287     2,472,620     2,070,761    2,111,654     1,946,308
Other long-term liabilities.........                    284,450             -        21,847       155,689      105,015       256,798
Shareholders' equity................       271,994      189,948       388,341       300,456       443,080      439,013       631,359
                                        ----------   ----------    ----------    ----------    ----------   ----------    ----------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY................    $2,152,178   $2,409,287    $3,226,661    $3,302,712    $3,107,343   $3,140,001    $3,201,230
                                        ==========   ==========    ==========    ==========    ==========   ==========    ==========
</TABLE>

Source: Corporation's public filings


The following table summarizes Microcell's consolidated operating results for
the five fiscal years up to and including the fiscal year ended December 31,
2003 and for the nine months ended September 30, 2004 and September 30, 2003:

<TABLE>
<CAPTION>
                                                                                PRE-RE-    POST-RE-
                                                                                ORGANIZA-  ORGANIZA-
                                                                                TION       TION             UNAUDITED
                                                                                ---------  ---------  --------------------
                                                                                 FOUR       EIGHT      FIVE       NINE
                                                                                 MONTHS     MONTHS     MONTHS     MONTHS
                                             AS AT THE END OF FISCAL YEAR        ENDED      ENDED      ENDED      ENDED
                                    ------------------------------------------  Apr. 30,   Dec. 31,   Sept. 30,  Sept. 30,
                                      1999       2000       2001       2002       2003       2003       2003       2004
                                    ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
<S>                                 <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
FINANCIAL PERFORMANCE ($ thousands)
Services .......................... $ 228,375  $ 365,665  $ 509,082  $ 566,706  $ 170,196  $ 357,483  $ 222,866  $ 445,935
Products ..........................    32,091     40,321     32,408     24,356      7,498     35,610     18,793     36,168
Total operating revenue ...........   260,466    405,986    541,490    591,062    177,694    393,093    241,659    482,103
Operating profit (1) ..............  (162,982)  (112,332)    (9,803)    91,012     38,556     48,021     49,690     90,386
Operating Margin ..................    -62.6%     -27.7%      -1.8%       15.4%      21.7%      12.2%      20.6%      20.3%
Net income (loss) .................  (393,637)  (268,427)  (498,485)  (570,501)    45,517      4,959     16,207    (22,998)
Cash flow from operations (2) .....  (189,098)  (136,693)   (69,951)   (71,020)   (12,148)    36,938     34,411     41,411
PP&E expenditures .................   133,572    257,191    277,395    124,683      5,500     67,318     30,648    198,159
Per share
Weighted average outstanding shares
   - diluted (000s) ...............    82,861     97,244    112,524    240,457    240,470     22,899    263,358     24,236
Net income (loss) per share .......     (4.75)     (2.76)     (4.43)     (2.37)      0.19       0.22       0.06      (0.95)
</TABLE>

- -----------
1.   Operating profit is defined as net income before depreciation and
     amortization, interest expense, income taxes, non-operating items and
     special charges and is often referred to as EBITDA
2.   Cash flow from operations before changes in non-cash operating items

Source: Microcell's public filings


                                       12
<PAGE>

The following table summarizes Microcell's consolidated balance sheet statements
as at the end of the fiscal years 1999 to 2003, and as at the end of the nine
months in fiscal years 2004 and 2003:

<TABLE>
<CAPTION>
                                                                                               POST-
                                                                                          REORGINIZATION          Unaudited
                                                                                         ---------------   -------------------------
                                             AS AT THE END OF FISCAL YEAR                      AS AT          AS AT         AS AT
                                ------------------------------------------------------        DEC. 31,       SEPT. 30,     SEPT. 30,
($ thousands)                       1999          2000          2001          2002             2003            2003          2004
                                -----------   -----------    -----------   -----------   ---------------   -----------   -----------
                                                                                                                   Unaudited
<S>                             <C>           <C>            <C>           <C>             <C>             <C>           <C>
Cash ........................   $   125,932   $    87,378    $    19,005   $    26,979     $    43,094     $   147,037   $   110,977
Short-term investments ......        24,377       196,667        159,524        83,345          60,927              --        22,804
Other current assets ........       103,235       153,677        146,963       121,032         148,028         120,381       200,425
Property, plant and equipment       515,645       662,411        764,048       655,646         318,041         296,456       462,161
Other .......................        45,949       109,093        305,719        15,062         238,616         233,591       264,178
                                -----------   -----------    -----------   -----------     -----------     -----------   -----------
TOTAL ASSETS ................   $   815,138   $ 1,209,226    $ 1,395,259   $   902,064     $   808,706     $   797,465   $ 1,060,545
                                ===========   ===========    ===========   ===========     ===========     ===========   ===========

Current liabilities .........   $   110,121   $   191,499    $   161,417   $   166,612     $   149,608     $   118,783   $   197,109
Long-term debt ..............     1,499,456     1,680,699      1,887,048     2,032,678         315,164         323,500       385,356
Other long-term liabilities .         4,310         4,589         73,519            --              --              --            --
Shareholders' equity ........      (798,749)     (667,561)      (726,725)   (1,297,226)        343,934         355,182       478,080
                                -----------   -----------    -----------   -----------     -----------     -----------   -----------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY  .......   $   815,138   $ 1,209,226    $ 1,395,259   $   902,064     $   808,706     $   797,465   $ 1,060,545
                                ===========   ===========    ===========   ===========     ===========     ===========   ===========
</TABLE>

Source: Microcell's public filings



PRO FORMA FINANCIALS

The following table summarizes select unaudited pro forma (including Microcell)
consolidated operating information for the nine months ended September 30, 2004
and year ended December 31, 2003 and balance sheet data for the period ending
September 30, 2004.


                                       13
<PAGE>

                      UNAUDITED PRO FORMA CONSOLIDATED DATA

<TABLE>
<CAPTION>
                                                    YEAR ENDED       9 MONTHS ENDED
                                                   DEC 31 2003        SEPT 30 2004
                                                  -------------      --------------
<S>                                                 <C>                <C>
STATEMENT OF INCOME DATA:
Operating revenue...............................    $2,761,713         $2,429,950
Cost of equipment sales ........................       497,739            440,568
Sales and marketing expenses....................       446,860            348,695
Operating, general and administrative expenses..     1,006,925            837,557
Management fees.................................        11,336              8,756
                                                    ----------         ----------
Operating profit................................    $  798,853         $  794,374
Other...........................................             -              9,668
Depreciation and amortization...................       637,660            426,995
                                                    ----------         ----------
Operating income................................    $  161,193         $  357,711
Interest expense, net...........................       491,171            321,278
Foreign exchange loss (gain)....................      (285,721)            62,126
Loss on repayment on long-term debt.............                            9,046
Change in the fair value of derivative
   instruments..................................                            2,313
Other expense (income), net.....................        (4,357)            (1,532)
                                                    ----------         ----------
Loss before income taxes........................    $  (39,900)        $  (35,520)
Income taxes....................................         4,776              6,905
                                                    ----------         ----------
Loss for the period.............................    $  (44,676)        $  (42,425)
                                                    ==========         ==========
Basic and diluted loss per share................    $    (0.44)        $    (0.33)
</TABLE>

<TABLE>
<CAPTION>
                                                                         AS AT
                                                                     SEPT 30, 2004
                                                                     --------------
<S>                                                                   <C>
BALANCE SHEET DATA:
Property, plant and equipment, net.................................   $ 2,418,263
Goodwill...........................................................       893,425
Total assets.......................................................     6,810,571
Long-term debt.....................................................     5,194,444
Shareholder's equity (deficiency)..................................       631,359
</TABLE>

Source: The Corporation


RWCI RESTRICTED VOTING SHARES TRADING INFORMATION

The RWCI Restricted Voting Shares are listed on the Toronto Stock Exchange (the
"TSX") under the symbol RCM.NV.B and on the New York Stock Exchange ("NYSE")
under the symbol RCN. The following table sets forth, for the periods indicated,
the low and high closing prices of the RWCI Restricted Voting Shares and the
volumes traded on both the TSX and NYSE:


                                       14
<PAGE>

<TABLE>
<CAPTION>
                              RWCI RESTRICTED VOTING SHARES    RWCI RESTRICTED VOTING SHARES
                              -----------------------------    -----------------------------
                              TSX CLOSING PRICE                NYSE CLOSING PRICE
PERIOD                               (C$)           VOLUME            (US$)           VOLUME
- ---------------------------   -----------------     -------    ------------------     ------
                               High        Low      (000's)     High         Low      (000's)
                              ------     ------     ------     ------      ------     ------
<S>                           <C>        <C>        <C>        <C>         <C>        <C>
2003
January ...................   $17.35     $14.14      1,076     $11.39      $ 9.08         81
February ..................    17.00      14.87        533      11.30        9.85        101
March .....................    16.30      13.61        959      10.99        9.17         78
April .....................    19.30      15.85        648      13.56       10.85         60
May .......................    21.00      18.50        740      15.29       13.05        123
June ......................    23.28      20.76        552      17.36       15.20         86
July ......................    24.15      22.25        334      17.17       16.36         77
August ....................    23.85      20.72        447      16.98       14.90         61
September .................    21.74      20.70        603      15.92       14.97         55
October ...................    25.85      21.92      1,846      19.65       16.33        354
November ..................    28.24      25.50      1,302      21.45       19.15        304
December ..................    28.95      26.30        960      22.28       20.27        239
January 1 to December 31 ..    28.95      13.61     10,001      22.28        9.08      1,617

2004
January ...................   $36.53     $28.25      1,643     $28.15      $21.88        677
February ..................    36.27      33.75      1,267      27.16       25.32        327
March .....................    34.90      32.30        985      26.45       24.35        230
April .....................    36.75      33.30      1,752      27.14       24.42        334
May .......................    37.20      31.06      2,108      27.30       22.42        420
June ......................    36.66      34.91      1,232      27.16       25.59        165
July ......................    39.25      35.76      1,368      29.57       27.05        649
August ....................    39.99      39.00        695      30.59       28.84        439
September .................    40.00      36.05      1,735      31.42       27.97        406
October ...................    46.10      39.69        695      37.55       31.44        189
November 1 to November 10 .    45.60      42.75        211      38.02       35.29        187
November 11 to November 19     52.50      49.30      3,509      43.96       41.17        233
January 1 to November 19 ..    52.50      28.25     17,200      43.96       21.88      4,256
</TABLE>


The closing price of the RWCI Restricted Voting Shares on the TSX on November
10, 2004, the trading day immediately prior to the announcement of the
Transaction, was $43.17.


VALUATION OF THE RWCI RESTRICTED VOTING SHARES

DEFINITION OF FAIR MARKET VALUE

For the purposes of the Formal Valuation, fair market value means the highest
price, expressed in terms of money or money's worth, available in an open and
unrestricted market between informed and prudent parties, each acting at arm's
length, where neither party is under any compulsion to act.

In accordance with the Rules and the MSPA, BMO Nesbitt Burns has made no
downward adjustment to the fair market value of the RWCI Restricted Voting
Shares to reflect the liquidity of the RWCI Restricted Voting Shares, the effect
of a transaction pursuant to which the controlling shareholder would acquire all
of the RWCI Restricted Voting Shares not owned by the controlling shareholder or
the fact that the RWCI Restricted Voting Shares held by individual shareholders
do not form part of a controlling interest. A valuation prepared on the
foregoing basis is referred to as an "en bloc" valuation.

APPROACH TO VALUE

The Formal Valuation is based upon techniques and assumptions that BMO Nesbitt
Burns considered appropriate in the circumstances for the purposes of arriving
at an opinion as to the range of fair market values of the RWCI Restricted
Voting Shares. The fair market value of


                                       15
<PAGE>

the RWCI Restricted Voting Shares was analyzed on a going concern basis, which
included the acquisition of Microcell and is expressed on a per share basis.

The Formal Valuation and the Fairness Opinion have been prepared in accordance
with the Disclosure Standards for Formal Valuations and Fairness Opinions of the
IDA, but the IDA has not been involved in the preparation or review of either
the Formal Valuation or the Fairness Opinion.


VALUATION METHODOLOGIES AND ANALYSIS

For the purposes of determining the value of the RWCI Restricted Voting Shares,
BMO Nesbitt Burns relied on three methodologies:

     o    discounted cash flow ("DCF") approach;

     o    comparable trading approach; and

     o    precedent transaction approach.


DISCOUNTED CASH FLOW APPROACH

BMO Nesbitt Burns considered the DCF approach in determining the fair market
value of the RWCI Restricted Voting Shares. The DCF methodology reflects the
growth prospects and risks inherent in the Corporation's business by taking into
account the amount, timing and relative certainty of projected unlevered free
cash flows expected to be generated by the Corporation. The DCF approach
requires that certain assumptions be made regarding, among other things, future
unlevered free cash flows, discount rates and terminal values. The possibility
that some of the assumptions will prove to be inaccurate is one factor involved
in the determination of the discount rates to be used in establishing a range of
values. BMO Nesbitt Burns' DCF approach involved discounting to a present value
the Corporation's projected unlevered after-tax free cash flows from November 9,
2004 until December 31, 2009 in the Management Forecast (defined below) and the
terminal value determined as of December 31, 2009. The Management Forecast and
the resulting cash flow forecasts were all pro forma the acquisition of
Microcell.


MANAGEMENT FORECAST

As a basis for the projected future cash flows developed for the DCF analysis,
BMO Nesbitt Burns received from Management a set of assumptions for the period
2004 - 2009 underlying the Management Forecast. After review of those
assumptions and discussion of the same with Management, BMO Nesbitt Burns
concluded that the Management Forecast formed a satisfactory basis for the DCF
analysis. The only exception was Management's forecast of a sale of certain
spectrum in 2006. BMO Nesbitt Burns was not convinced as to the likelihood or
marketability of this asset sale, and therefore, chose to remove it from the
Management Forecast in developing the final assumptions for the DCF analysis.


                                       16
<PAGE>
\
ASSUMPTIONS AND KEY DRIVERS

The following is a summary of the assumptions for the Management Forecast, which
was prepared by Management as of November 9, 2004 (and confirmed as at November
22, 2004), and deemed reasonable by Management.

Corporation and Microcell Forecasts: Management provided separate assumptions
regarding the Corporation's and Microcell's separate subscriber bases for the
years 2005 and 2006. However, by 2007 most of the assumptions were applied
equally to the combined pro forma subscriber base, excluding some assumptions
for the legacy Microcell subscribers assumed to be retained (e.g. ARPU, defined
below). Microcell customers assumed to be lost and subsequently reacquired by
the Corporation were treated as new customers and the appropriate cost of their
acquisition was accounted for.

Market Penetration: Canadian wireless market penetration was forecasted to rise
from 51.1% in 2005 to 65.0% in 2009. Various third-party analysts produced a
range of penetration forecasts. BMO Nesbitt Burns was comfortable that
Management's forecasts were reasonable when compared to these ranges and to
penetration and growth rates achieved in other countries of greater maturity,
most notably the United States.

Market Share of Net Subscriber Additions ("Net Adds"): Management's forecast for
the Corporation's market share of net postpaid subscriber additions ("net adds")
was based on a three participant expectation with respect to the market, and
declined from 35.2% in 2005 to 32.0% in 2009. For prepaid net adds the figures
were 23.0% to 28.3% respectively. The prepaid market share of Net Adds was less
than the postpaid's on account of the Corporation's overall greater strategic
focus on the postpaid market and the potential for new entrants.

Monthly Churn(5): Monthly churn for the Corporation's postpaid subscribers was
forecasted by Management to be 1.7% in 2005 and 1.8% in 2006 (the increase
reflected an assumed introduction of wireless number portability in 2006),
declining to 1.4% in 2009. For the Corporation's prepaid subscribers the
forecast was 3.1% in 2005, declining to 2.7% in 2009, reflecting the higher
churn rates experienced in the prepaid market.

Postpaid Microcell subscriber churn was forecast to be 3.5% and 2.5% in 2005 and
2006 respectively, reflecting aggressive targeting of Microcell subscribers by
competitors immediately following Microcell's acquisition by the Corporation.
Prepaid Microcell subscriber churn was forecast to be 4.0% and 3.0% in 2005 and
2006 respectively. Of the Microcell 2005 and 2006 total subscribers assumed to
be lost, Management forecasted reacquiring 66% and 42% respectively. Microcell
churn rates from 2007 onward were forecasted to match churn rates for the
Corporation.

Average Revenue Per User ("ARPU") Growth Rates: ARPU for the Corporation
subscribers and net adds was forecasted to change at a '05-'09 Compound Annual
Growth Rate ("CAGR")

- ------------
(5)  Churn: The number of subscribers deactivating in a month divided by the
     average number of subscribers for the month.


                                       17
<PAGE>

of -1.3% for postpaid and 3.1% for prepaid. For Microcell legacy subscribers
ARPU was forecast to decline at a '05-'09 CAGR of -1.6% for postpaid and 0.0%
for prepaid.

The ARPU forecasts did not include data revenue, which was forecasted separately
as a percentage of total network revenue climbing from 6.2% in 2005 to 14.5% in
2009. These are moderately higher proportions of net revenue than some
independent analysts forecasted for the overall market, but given the
Corporation's leadership position in this product category and the better than
expected growth rates the Corporation had experienced to date, BMO Nesbitt Burns
was comfortable with Management's forecast. Coinciding with this data revenue
growth were appropriate fixed and variable cost growth assumptions.

Capital Expenditures: Pro forma average capital expenditures over the '05-'09
period were $523 million with increases in 2007 and 2009 for specific forecasted
UMTS(6) spend. Gross capital expenditure savings from the combination with
Microcell were forecasted to be $270 million (un-discounted) over the '05-'09
period. The bulk of the savings represent reductions in the Corporation's
planned network spend no longer required given the cell sites acquired as part
of the Microcell acquisition.

Cost of Customer Acquisition: The cost of acquiring a new customer was kept
constant for both post- and prepaid subscribers throughout the forecast period
at a 2% discount to Management's 2004 forecast level.

Operating Costs: Operating cost assumptions were forecasted to experience flat
relative growth, i.e. variable costs were forecasted flat per subscriber and
fixed costs items generally grew in line with subscriber growth. Overall
operating costs were forecasted to grow at a '05-'09 CAGR of 6.0% relative to a
network revenue '05-'09 CAGR of 7.1%.

Tax Losses: BMO Nesbitt Burns determined the present value of the Corporation's
tax losses separately from the operating cash flows in the DCF analysis. Both
the Corporation's and Microcell's available tax losses were recognized: $1.0
billion for the Corporation and $1.8 billion for Microcell. Management provided
BMO Nesbitt Burns with details of both companies' pools of available tax losses
and forecast that all tax loss pools would be accessible to the Corporation
going forward, with no pools expiring unused.


UNLEVERED AFTER-TAX FREE CASH FLOW

For the purposes of deriving projected unlevered after-tax free cash flows for
use in the DCF analysis, BMO Nesbitt Burns reviewed the Management Forecast and
relevant underlying assumptions and considered the resulting revenue growth and
EBITDA margins. These assumptions were compared to the Corporation's Strategic
Plan, Budget, industry research reports, forecasts by equity research analysts
and other sources considered relevant. Based on such review, BMO Nesbitt Burns
concluded that the Management Forecast appeared

- ------------
(6)  UMTS: Universal Mobile Telecommunications System


                                       18
<PAGE>

reasonable in the context of both historic trends, independent forecasts for the
industry and the experiences observed in other international wireless markets of
greater maturity.

BMO Nesbitt Burns believes that the assumptions underlying the Management
Forecast accurately reflected the prospects of the Corporation over the forecast
period, and further believes the Corporation will reach steady state by the end
of such forecast period. Therefore, BMO Nesbitt Burns's DCF analysis
incorporated a 5-year projection followed by a terminal value calculation based
on 2009 projected cash flows and a sustainable capital expenditure level,
indicated by Management to be $525 million.

BMO Nesbitt Burns applied the statutory tax rate of 36.3% and adjusted working
capital based on historically observed assumptions.

The following is a summary of the unlevered after-tax free cash flow projections
used in the DCF analysis:

<TABLE>
<CAPTION>
                                                               FISCAL YEAR,
                                      ---------------------------------------------------------------
FREE CASH FLOW ($ millions)           2005(1)    2006(1)      2007       2008       2009     Terminal
- -----------------------------------   -------    -------    -------    -------    -------    --------
<S>                                   <C>        <C>        <C>        <C>        <C>        <C>
Network revenue ...................   $ 3,308    $ 3,594    $ 3,863    $ 4,131    $ 4,351    $ 4,438
EBITDA(1) .........................     1,000      1,436      1,619      1,806      1,929      1,968
Unlevered cash taxes ..............      (152)      (286)      (370)      (451)      (481)      (490)
Capital expenditures ..............      (577)      (457)      (546)      (425)      (611)      (525)
Increase in deferred taxes ........        17        (13)        (0)         7        (11)         0
Changes in non-cash working capital        12         (8)        (7)       (22)         0          2
                                      -------    -------    -------    -------    -------    -------
UNLEVERED AFTER-TAX FREE CASH FLOW    $   300    $   673    $   695    $   915    $   827    $   954
</TABLE>

- ------------
1.   Includes forecasted one-time costs of $225 million in 2005 and $2 million
     in 2006, relating to the Microcell acquisition


DISCOUNT RATES

Projected unlevered after-tax free cash flows for the Corporation developed from
the Management Forecast were discounted based on the estimated weighted average
cost of capital ("WACC") for the Corporation. The WACC was calculated based upon
the Corporation's after-tax cost of debt and equity, weighted based upon an
assumed optimal capital structure. The assumed optimal capital structure was
determined based upon a review of the capital structures of comparable companies
and the risks inherent in the Corporation's business and in the North American
wireless industry generally. The cost of debt for the Corporation was calculated
based on the risk free rate of return and an appropriate borrowing spread to
reflect credit risk at the assumed optimal capital structure. BMO Nesbitt Burns
used the capital asset pricing model ("CAPM") approach to determine the
appropriate cost of equity. The CAPM approach calculates the cost of equity with
reference to the risk-free rate of return, the risk of equity relative to the
market ("beta") and the market equity risk premium. BMO Nesbitt Burns reviewed a
range of unlevered betas for the Corporation and a select group of comparable
companies that have risks similar to the Corporation in order to select the
appropriate unlevered beta for the Corporation. The significance of the observed
betas was limited due to i) there being few comparable companies in North
America; and ii) the low


                                       19
<PAGE>

statistical significance of the individual betas as measured by the R-squared of
their regressions. The selected unlevered beta was re-levered using the assumed
optimal capital structure and then used to calculate the cost of equity. BMO
Nesbitt Burns also reviewed and considered levered betas generated by an
independent third party financial consultant for the comparable companies and
North American wireless industry.

The assumptions used by BMO Nesbitt Burns in estimating the WACC for the
Corporation were as follows:

<TABLE>

<S>                                                                         <C>
COST OF DEBT
Risk free rate (10-Year Government of Canada Bond) ................         4.5%
Borrowing spread ..................................................         3.3%
Pre-tax cost of debt ..............................................         7.7%
Tax rate ..........................................................        36.3%
After-tax cost of debt ............................................         4.9%

COST OF EQUITY
Risk free rate (10-Year Government of Canada Bond) ................         4.5%
Equity risk premium ...............................................         6.0%
Levered beta ......................................................         1.3
After-tax cost of equity ..........................................        12.3%

WACC
Optimal capital structure (% debt) ................................        40.0%
WACC ..............................................................         9.3%
</TABLE>


Based upon the foregoing and taking into account sensitivity analyses on the
variables discussed above and the assumptions used in the Management Forecast,
BMO Nesbitt Burns determined the appropriate WACC for the Corporation to be in
the range of 9.5% to 10.5%.


TERMINAL VALUE

BMO Nesbitt Burns developed terminal enterprise values at the end of the
forecast period by calculating the present value at the selected WACC of
terminal period unlevered after-tax free cash flows growing in perpetuity at
1.5% to 2.5% per annum. In selecting the range of growth rates, BMO Nesbitt
Burns took into consideration the outlook for long-term inflation and the growth
prospects of the Corporation beyond the terminal year. The terminal year
EV/EBITDA multiples implied by the 1.5% to 2.5% unlevered after-tax free cash
flow growth rates into perpetuity, assuming discount rates of 9.5% to 10.5%,
were considered by BMO Nesbitt Burns to be reasonable based on its review of
trading and transaction multiples.


PRESENT VALUE OF TAX LOSSES

The tax losses were modeled separately through an integrated financial model of
the Corporation (including Microcell) to derive the appropriate uses of the tax
losses as suggested by Management. The cash savings were discounted at an
effective cost of equity of 12.3% to


                                       20
<PAGE>

yield a value of $4.20 per RWCI Restricted Voting Share. This amount was added
to the Corporation's DCF analysis results to arrive at a full DCF value.


SUMMARY OF DCF APPROACH

The following is a summary of the value of the RWCI Restricted Voting Shares
resulting from the DCF analysis:
<TABLE>
<CAPTION>
                                                           VALUE RANGE
                                                      --------------------
                                                         Low        High
                                                      --------    --------
<S>                                                   <C>         <C>
ASSUMPTIONS
WACC ..............................................       10.5%        9.5%

DCF APPROACH ($ millions, except per share amounts)
Net present value
   Unlevered after-tax free cash flows ............   $  2,606    $  2,673
   Terminal value .................................      7,060       8,346
                                                      --------    --------
Enterprise value ..................................      9,666      11,019

Less: Net obligations value(1) ....................     (3,396)     (3,396)
                                                      --------    --------
EN BLOC EQUITY VALUE ..............................   $  6,269    $  7,623

EN BLOC EQUITY VALUE PER SHARE(2) .................   $  42.98    $  52.26

PRESENT VALUE OF TAX LOSSES .......................       4.20        4.20
                                                      --------    --------
TOTAL EN BLOC EQUITY VALUE PER SHARE ..............   $  47.18    $  56.46
                                                      ========    ========
</TABLE>

- ------------
1.   Net obligations include net debt and proceeds from option issuance.
2.   Based on 146 million fully diluted shares outstanding.


SENSITIVITY ANALYSIS

The DCF analysis is sensitive to several of the assumptions used. BMO Nesbitt
Burns performed sensitivity analyses on certain key assumptions, representing
step changes to all forecast years for each assumption as outlined below:

<TABLE>
<CAPTION>
                                                                          IMPACT ON
VARIABLE                                            SENSITIVITY          SHARE VALUE
- --------                                            -----------          -----------
<S>                                                   <C>                   <C>
Market penetration..............................       + 2.5%               $5.21
                                                        -2.5%               (5.21)

Market share of net adds........................       + 4.0%                3.18
                                                        -4.0%               (3.18)

Monthly churn...................................       + 0.2%               (1.80)
                                                        -0.2%                1.80

Monthly ARPU....................................      + $1.00                4.56
                                                       -$1.00               (4.56)

Capex...........................................        + 10%               (3.60)
                                                         -10%                3.60
</TABLE>

                                       21
<PAGE>

COMPARABLE TRADING APPROACH

BMO NB also considered the comparable trading approach. BMO Nesbitt Burns
limited its list to North American companies on the basis that European and
Asian companies, while engaged in similar businesses, operate under regulatory
regimes very different from the Corporation's and in local markets that are much
further advanced than the Canadian market. With few comparable publicly traded
companies in the North American wireless industry, BMO Nesbitt Burns has placed
limited amount of emphasis on this approach. For the purposes of its analysis,
BMO Nesbitt Burns identified and reviewed 20 public companies in the wireless
industry. From those BMO Nesbitt Burns considered the five specific companies
listed below, which were deemed to be the most comparable to the Corporation.
The market capitalizations for Microcell and AT&T Wireless were adjusted to
reflect trading values prior to announcement of their initial takeover bids.

<TABLE>
<CAPTION>
                                                                                     EBITDA YOY
                                                             EV/EBITDA              GROWTH RATES           EBITDA MARGINS
                                         MARKET         --------------------    --------------------    --------------------
($ million)                        CAPITALIZATION(1)    2005E(3)    2006E(3)    2004E(3)    2005E(3)    2004E(3)    2005E(3)
- --------------------------         -----------------    --------    --------    --------    --------    --------    --------
<S>                                    <C>                 <C>         <C>         <C>         <C>         <C>         <C>
CANADIAN COMPARABLES (C$)
   Microcell (Pre-Bid)(2)........      $    854            5.1         3.6          35%         69%         18%         25%
   Telus.........................      $ 10,759            5.4         5.3           8           6          41          41
US COMPARABLES (US$)
   Nextel........................      $ 30,730            6.7         5.9          17%         15%         40%         41%
   AT&T Wireless (Pre-Bid)(4)....        32,519            7.9         8.0         (5)          10          25          28
   Western Wireless..............         2,876            6.9         6.1          44          13          33          35
   US Cellular...................         3,622            5.9         5.2           4          17          24          26
HIGH.............................                          7.9         8.0          44%         69%         41%         41%
LOW..............................                          5.1         3.6         (5)           6          18          25
</TABLE>

- ------------
1.   As of November 8, 2004.
2.   Microcell share price is as of May 30, 2004 prior to Telus's takeover bid.
3.   Estimates for calendar years sourced from recent research reports and IBES.
4.   AT&T Wireless was acquired by Cingular Wireless on October 26, 2004. The
     original bid was announced on February 17, 2004.


While none of the companies reviewed was considered directly comparable to the
Corporation, based on the comparable company trading analysis summarized above,
BMO Nesbitt Burns selected what it considered to be reasonably representative
public trading multiples, before making any adjustment to reflect an "en bloc"
valuation of the RWCI Restricted Voting Shares. BMO Nesbitt Burns considered
EV/EBITDA for 2005E and 2006E to be the most appropriate trading multiples to
evaluate the Corporation.

In selecting the multiple ranges shown below, BMO Nesbitt Burns gave
consideration to several factors, including differences in business mix, growth,
profitability and size between the Corporation and the companies reviewed.

<TABLE>
<CAPTION>
                                              SELECTED MULTIPLE RANGE
                                            --------------------------
                                             Low                 High
                                            -----               ------
<S>                                          <C>                  <C>
EV / EBITDA
   Fiscal 2005E...........................   7.0                  8.0
   Fiscal 2006E...........................   6.0                  7.0
</TABLE>


                                       22
<PAGE>

The following is a summary of the value of the RWCI Restricted Voting Shares
resulting from the selection of trading valuation multiples above, before making
any adjustment to reflect the "en bloc" valuation of the RWCI Restricted Voting
Shares:

<TABLE>
<CAPTION>
                                                    SELECTED
                                                 MULTIPLE RANGE          VALUE RANGE
                                                ----------------    --------------------
($ millions)                       BENCHMARK     Low       High       Low        High
- ---------------------------        ---------    ------    ------    -------    ---------
<S>    <C>  <C>                  <C>          <C>       <C>      <C>         <C>
EV / EBITDA
   Fiscal 2005E(1).............     $ 1,225      7.00      8.00     $ 8,572     $ 9,797
   Fiscal 2006E(1).............       1,438      6.00      7.00       8,627      10,065
                                                                    -------     -------
   Enterprise trading value....                         Average       8,600       9,931
   Less: net obligations(1)....                                      (3,539)     (3,539)
                                                                    -------     -------
   Equity trading value........                                       5,060       6,392
</TABLE>

- ----------
1.   Adjusted for one time costs of Microcell acquisition.


Market trading prices generally do not reflect "en bloc" values. To adjust for
en bloc value, BMO Nesbitt Burns considered and reviewed take-over premiums paid
in precedent Canadian public company transactions. For the purposes of this
analysis, premium is defined as the amount (expressed in percentage terms) by
which the price paid per share under the precedent transaction exceeded the
closing price of the shares one week and one month immediately prior to the
announcement of the transaction. BMO Nesbitt Burns identified 69 such
transactions announced since January 1, 2000. Of those transactions BMO Nesbitt
Burns further identified 8 transactions since January 1, 2002, which had no
synergy component to them in order to find premiums most applicable to an "en
bloc" value of RWCI Restricted Voting Shares (please refer to "Benefits to RCI
of Acquiring RWCI Restricted Voting Shares Held by Minority Shareholders" for
details). The mean premiums were as follows:


               TRANSACTION PREMIUMS WITH NO ANTICIPATED SYNERGIES

<TABLE>
<CAPTION>
                                                                     MEAN
                                                                    ------
<S>                                                                   <C>
1 week premium....................................................    21%
1 month premium...................................................    20%
</TABLE>


Based on the take-over premiums paid in precedent Canadian public company
transactions, as described above, BMO Nesbitt Burns selected and applied a
premium of 20% to the equity trading value of the RWCI Restricted Voting Shares
to determine an "en bloc" equity value per share.

<TABLE>
<CAPTION>
                                                                  VALUE RANGE
                                                              -------------------
($ millions, except per share data)                             Low        High
- -----------------------------------                           -------     -------
<S>                                                           <C>         <C>
Equity trading value average...............................   $ 5,060     $ 6,392
Take-over premium..........................................        20%         20%

EN BLOC EQUITY VALUE.......................................   $ 6,072     $ 7,670

EN BLOC EQUITY VALUE PER SHARE(1)..........................   $ 41.63     $ 52.58
                                                              =======     =======
</TABLE>

- ------------
1.   Based on 146 million fully diluted shares outstanding.


                                       23
<PAGE>

PRECEDENT TRANSACTION APPROACH

BMO Nesbitt Burns also considered the precedent transaction approach and
reviewed precedent acquisition transactions involving companies in the wireless
industry which were comparable and for which there was sufficient public
information to derive multiples. Only recent transactions with purchase prices
greater than $500 million principally in North America and Europe were reviewed.
Given differences in the business size and mix, market dynamics and economic
environment at the time of the transaction, growth prospects and other factors
inherent in the comparable precedent transactions identified, BMO Nesbitt Burns
did not consider any specific precedent transaction to be directly comparable to
the Corporation and, as a consequence, placed less emphasis on this methodology
than on either the DCF approach or the comparable trading approach in
determining the value of RWCI Restricted Voting Shares.

While BMO Nesbitt Burns did not consider any specific transaction to be directly
comparable to the acquisition of the Corporation, BMO Nesbitt Burns identified
three precedent transactions to be considered:

     1.   Cingular's purchase of AT&T Wireless

     2.   The Corporation's purchase of Microcell Inc.

     3.   Bell Canada's purchase of BCE Mobile Communications Inc.

<TABLE>
<CAPTION>
                         CORE PRECEDENT TRANSACTIONS - ADJUSTING FOR SYNERGIES AND TAX LOSS ASSET VALUE
- --------------------------------------------------------------------------------------------------------------------------
                                                                         PREMIUM TO
                                                                  UNAFFECTED SHARE PRICE                EV / EBITDA
   COMPLETION/                                     OFFER     --------------------------------    -------------------------
TERMINATION DATE         ACQUIROR TARGET           PRICE     1 - DAY    1 - WEEK    4 - WEEKS     LTM     FY + 1    FY + 2
- ----------------   ----------------------------    ------    -------    --------    ---------    -----    ------    ------
<S>                <C>                             <C>         <C>        <C>          <C>        <C>      <C>        <C>
   11-Nov-04       Rogers Wireless                 $35.00      66.7%      37.3%        47.7%      14.0     10.7       6.3
                      Microcell
   26-Oct-04       Cingular                        $15.00      75.4       80.9        109.5        6.6      6.6       6.0
                      AT&T Wireless
   25-Oct-99       BCE                             $58.75      19.9       29.4         30.6       16.0     14.7      12.0
                      BCE Mobile Communications
</TABLE>


BMO Nesbitt Burns makes the following observations:

     1.   The AT&T Wireless transaction was the most comparable transaction
          given that both AT&T Wireless and the Corporation are national
          operators and the transaction occurred recently in 2004. However, the
          transaction was highly synergistic and the premium paid on the
          unaffected share price reflected these synergies (announced annual
          synergies of approximately $1 billion in 2006 and in excess of $2
          billion beginning in 2007).

     2.   The Corporation's recently completed acquisition of Microcell was also
          considered a relevant transaction. All figures used in determining the
          multiples were based on information available in public announcements
          and research analysts' reports. In order to make the transaction
          comparable we adjusted the transaction multiple to recognize the
          present value of the tax loss assets as estimated by several research
          analysts.

     3.   The BCE / BCE Mobile going private transaction was considered only
          from the point of view of the premium paid to the unaffected share
          price due to the dated nature of the transaction (October 1999).


                                       24
<PAGE>

In arriving at our range for the precedent transaction approach, BMO Nesbitt
Burns primarily relied on its professional judgment and experience analyzing the
wireless industry. BMO Nesbitt Burns applied the Enterprise Value to the two
year forward fiscal EBITDA multiple, adjusted for the announced synergies and
premia paid, to the Management Forecast for fiscal year 2006 EBITDA.

Based on the above, BMO Nesbitt Burns believes that for the purposes of the
precedent transaction approach the appropriate EV to fiscal year 2006 EBITDA
multiple would be in the range of 6.0x to 7.0x.

<TABLE>
<CAPTION>
                                            SELECTED MULTIPLE RANGE
                                            -----------------------
                                             Low              High
                                            -----            ------
<S>                                          <C>               <C>
EV / EBITDA
   Fiscal 2006E............................  6.0               7.0
</TABLE>


The following is a summary of the value of the RWCI Restricted Voting Shares
resulting from the selection of precedent transaction valuation multiples above:
<TABLE>
<CAPTION>
                                                      SELECTED
                                                  MULTIPLE RANGE         VALUE RANGE
                                                  ---------------    -------------------
($ millions)                         BENCHMARK     Low      High       Low        High
- -------------------------------      ---------    -----    ------    -------    --------
<S>                                   <C>          <C>      <C>      <C>        <C>
EV / EBITDA
   Fiscal 2006E(1)(2).............    $ 1,438      6.00     7.00     $ 9,240    $ 10,678
   Less: Net Obligations(2).......                                    (3,539)     (3,539)
                                                                     -------    --------
                                                                       5,701       7,138
Equity trading value per share.....                                  $ 39.08    $  48.90
</TABLE>

- ------------
1.   Includes $4.20 per share of NOLs.
2.   Adjusted for one-time costs of Microcell acquisition


REDUNDANT ASSETS

BMO Nesbitt Burns considered in arriving at its opinion as to the value of the
RWCI Restricted Voting Shares whether there were any redundant assets of the
Corporation that would add value over and above the values derived from the
three approaches considered. With regard to the Rogers Campus of buildings that
the Corporation owns, BMO Nesbitt Burns reviewed their treatment in the
historical financials and forecasts of Management and were satisfied that their
value was already imbedded in the values derived by either of the two comparable
multiple approaches and the DCF approach. As described above, BMO Nesbitt Burns
valued separately the available tax losses of both the Corporation and
Microcell.


BENEFITS TO RCI OF ACQUIRING THE RWCI RESTRICTED VOTING SHARES HELD BY MINORITY
SHAREHOLDERS

In arriving at our opinion of the value of the RWCI Restricted Voting Shares,
BMO Nesbitt Burns also reviewed and considered whether any material value would
accrue to a purchaser of


                                       25
<PAGE>

100% of the Corporation's common shares. Management indicated that it did not
foresee any net positive or negative synergy benefits from combining the
Corporation with RCI from a financial point of view as the inter-company
transfer pricing of shared expenses such as call centres, back-office
management, accounting, legal, and investor relations, was generally reflective
of arm's-length pricing. BMO Nesbitt Burns concluded that no material additional
synergy value should be assigned to the RWCI Restricted Voting Shares.


VALUATION SUMMARY

The following is a summary of the range of fair market values of the RWCI
Restricted Voting Shares resulting from the DCF approach, the comparable trading
approach, and the precedent transaction approach:

<TABLE>
<CAPTION>
                                                                 EQUITY VALUE PER
                                                                    RWCI SHARE
                                                             -----------------------
                                                                Low           High
                                                             ---------     ---------
<S>                                                           <C>           <C>
Discounted cash flow approach.............................    $ 47.18       $ 56.46
Comparable trading approach (2005E & 2006E average).......    $ 41.63       $ 52.58
Precedent transaction approach............................    $ 39.08       $ 48.90
</TABLE>


In arriving at its opinion as to the fair market value of the RWCI Restricted
Voting Shares, BMO Nesbitt Burns attributed proportionately more weight to the
DCF approach than to the comparable trading approach and the least amount of
weight to the precedent transaction approach for the reasons expressed above.


VALUATION CONCLUSION

Based upon and subject to the foregoing, including such other matters as we
considered relevant, BMO Nesbitt Burns is of the opinion that, as of November
22, 2004, the fair market value of the RWCI Restricted Voting Shares is in the
range of $46.00 to $54.00 per share.


FAIRNESS OPINION

In considering the fairness, from a financial point of view, of the
consideration offered under the Transaction to the Minority Shareholders, BMO
Nesbitt Burns reviewed, considered and relied upon or carried out, among other
things, the following:

     o    a comparison of the value of the consideration offered under the
          Transaction to the fair market value range of the RWCI Restricted
          Voting Shares determined in the Formal Valuation; and

     o    such other information, investigations and analyses considered
          necessary or appropriate in the circumstances.


                                       26
<PAGE>

VALUE OF THE CONSIDERATION

Pursuant to the Transaction, Minority Shareholders will receive 1.75 RCI
Non-Voting Shares for each RWCI Restricted Voting Share held. The RCI Non-Voting
Shares received by the Minority Shareholders will represent a minority position
in RCI and will not allow the Minority Shareholders to affect control of RCI. As
such, and because based on the analyses undertaken by and information made
available to it, BMO Nesbitt Burns has no reason to believe that the market
price of the RCI Non-Voting Shares is not indicative of value, BMO Nesbitt Burns
concluded that it was not appropriate to consider methodologies that utilize an
"en bloc" approach, and that an "en bloc" valuation is not required, in
assessing the value of RCI Non-Voting Shares. As noted above, the reference to
"en bloc" valuation herein means a valuation where, in accordance with the
Rules, no downward adjustment is made to reflect the liquidity of the
securities, the effect of the transaction or the fact that the securities do not
form part of a controlling interest. In considering the value of the RCI
Non-Voting Shares being offered, BMO Nesbitt Burns has relied upon the market
trading approach. The value range expressed herein in respect of the RCI
Non-Voting Shares constitutes a formal valuation of the RCI Non-Voting Shares in
accordance with the MSPA based upon assumptions specified by the Independent
Committee.

The market trading approach was deemed by BMO Nesbitt Burns to be an appropriate
basis for valuing the consideration offered to the Minority Shareholders under
the Transaction after considering the following factors:

     i.   Liquidity: The last 90 day trading volume of the RCI Non-Voting Shares
          was approximately 63.9 million shares, representing an aggregate
          traded value of $1.68 billion;

     ii.  Market Float: The aggregate value of RCI's publicly traded equity
          securities (excluding insiders and holders of greater than 10% of
          shares outstanding) is approximately $5.0 billion;

     iii. Market Familiarity: The business and affairs of RCI are carefully
          scrutinized by market professionals, with more than 15 analysts
          providing research in respect of its equity securities;

     iv.  Size of the Transaction: The maximum number of RCI Non-Voting Shares
          to be issued in connection with the Transaction (assuming that all of
          the Minority Shareholders tender for the consideration offered,
          specifically 1.75 RCI Non-Voting Shares) is 27.0 million (excluding
          any options exercised for RWCI Restricted Voting Shares), which
          represents approximately 12.5% of the RCI Non-Voting Shares
          outstanding after giving effect to such issuance; and

      v.  Public Disclosure: BMO Nesbitt Burns conducted discussions with RCI
          senior management and was advised that there is no material
          information regarding RCI, the Corporation and Microcell which has not
          been publicly disclosed that would otherwise reasonably be expected to
          affect the market price of the RCI Non-Voting Shares


                                       27
<PAGE>

     vi.  Trading Comparables: As RCI has no direct trading comparables, BMO
          Nesbitt Burns reviewed publicly traded comparable companies for each
          of RCI's three principal businesses - cable, wireless and media, and
          concluded that RCI's current trading value was not inconsistent with
          the implied aggregate value from the trading comparables.


LIQUIDITY AND PRICE ANALYSIS OF RCI NON-VOTING SHARES

BMO Nesbitt Burns considered the trading history of RCI Non-Voting Shares on the
Toronto Stock Exchange ("TSX") over the last twelve months and 90 days. The
volumes and trade-weighted average prices are summarized below:


<TABLE>
<CAPTION>
                                                                                                   Days to
                                                                                                Trade Shares
                                                                                                 to be Issued
                                      Average       Trade Weighted     High          Low         Pursuant to
Period Ending November 19, 2004    Volume on TSX    Average Price      Price        Price       Transaction(1)
- -------------------------------    -------------    --------------    ---------    ---------    --------------
<S>                                  <C>                <C>            <C>          <C>              <C>
1 Day...........................       922,289          $ 29.11        $ 29.60      $ 28.65          29
10 Days.........................     1,606,387          $ 29.01        $ 30.37      $ 27.95          17
20 Days.........................     1,123,374          $ 28.68        $ 30.37      $ 27.01          24
30 Days.........................       953,578          $ 28.33        $ 30.37      $ 26.53          28
60 Days.........................       900,974          $ 27.60        $ 30.37      $ 22.82          30
90 Days.........................       725,941          $ 26.94        $ 30.37      $ 22.82          37
</TABLE>

- ----------
1.   Based on 27.0 million shares owned by Minority Shareholders and the average
     volume for the period.


For the purposes of this Fairness Opinion, BMO Nesbitt Burns concluded that it
was most appropriate to consider a range of trading levels for the RCI
Non-Voting Shares as observed from recent trading activity as presented below:

<TABLE>
<CAPTION>
                                            RCI Non-Voting Shares              Implied
                                               Trade Weighted                  Value of
Period Ending November 19, 2004                 Share Price(1)             Consideration(2)
- -------------------------------             ---------------------          ----------------
<S>                                                <C>                          <C>
1 Day....................................          $ 29.11                      $ 50.94
10 Days..................................          $ 29.01                      $ 50.76
20 Days..................................          $ 28.68                      $ 50.19
30 Days..................................          $ 28.33                      $ 49.58
</TABLE>

- ------------
1.   Highest price traded in last 10 trading days was $30.37.
2.   Based on 1.75 RCI Non-Voting Shares per RWCI Restricted Voting Share.


Based on the market trading analysis, BMO Nesbitt Burns determined a value range
for RCI Non-Voting Shares of $28.00 - $30.00 per RCI Non-Voting Share.


COMPARISON OF THE CONSIDERATION OFFERED TO THE FORMAL VALUATION

Under the terms of the Transaction, the Minority Shareholders would receive
$49.00 - $52.50 per RWCI Restricted Voting Share, which is within the range of
fair market value of the


                                       28
<PAGE>
RWCI Restricted Voting Share as of November 22, 2004, as determined by BMO
Nesbitt Burns.


FAIRNESS OPINION CONCLUSION

Based upon and subject to the foregoing and such other matters as we considered
relevant, BMO Nesbitt Burns is of the opinion that, as of November 22, 2004, the
consideration offered under the Transaction is fair, from a financial point of
view, to the Minority Shareholders.

Yours very truly,



/s/ BMO Nesbitt Burns Inc.
- -----------------------------------
BMO Nesbitt Burns Inc.









                                       29

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.23
<SEQUENCE>24
<FILENAME>t14763exv4w23.htm
<DESCRIPTION>EX-4.23
<TEXT>
<HTML>
<HEAD>
<TITLE>exv4w23</TITLE>
</HEAD>
<BODY bgcolor="#FFFFFF">
<!-- PAGEBREAK -->
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="right" style="font-size: 10pt"><B>FINAL</B>


<P align="center" style="font-size: 10pt"><B>Binding Term Sheet<BR>
between<BR>
Rogers Wireless Inc. (&#147;Wireless&#148;)<BR>
and<BR>
Rogers Communications Inc. (&#147;RCI&#148;)</B>



<P align="center" style="font-size: 10pt"><B>FOR THE PROVISION OF CUSTOMER<BR>
CARE SERVICES AND SALES</B>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">

<!-- Begin Table Head --><TR valign="bottom">
    <TD width="5%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="20%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="63%">&nbsp;</TD>
</TR>

<!-- End Table Head -->

<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><B>1.</B></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><B>General Description:</B></TD>
    <TD>&nbsp;</TD>
    <TD colspan="5" valign="top" align="left">This binding term sheet is intended to set out the
terms and conditions under which RCI will provide
customer care services to Wireless.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><B>2.</B></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><B>Term:</B></TD>
    <TD>&nbsp;</TD>
    <TD colspan="5" valign="top" align="left">Indefinite term, commencing January&nbsp;1, 2002 and
continuing until terminated in accordance with this
term sheet.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><B>3.</B></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><B>Performance Metrics:</B></TD>
    <TD>&nbsp;</TD>
    <TD colspan="5" valign="top" align="left">RCI shall use its commercially reasonable efforts
to meet the performance objectives set out below.
It is agreed that these metrics will be used, via a
weekly scorecard in the form attached as Schedule
A, or in the monthly statistics package to track
and analyze results. Variance analysis will be
provided when there is a 5% gap between either the
objective and/or actual result or the previous
month(s) and current month. Further metrics may be
added as agreed to by RCI and Wireless. Where
applicable, monthly targets and actual results will
be measured for each of Core ICC, Paygo, DCC and
Messaging.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">(a)</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left"><B>Service Levels</B><BR><BR></TD>
</TR>

<TR valign="bottom">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">&#147;Service Level&#148; is defined as the number of CSR
calls handled within 20 seconds divided by the
number of CSR calls offered. This is calculated on
a weighted-average basis nationally.</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">Committed service levels are as follows:</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&#149;
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Incoming Call Centres (&#147;ICC&#148;) (including
Retention): 80%</TD>
</TR>


<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">- 1 -
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<P align="right" style="font-size: 10pt"><B>FINAL</B>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">

<!-- Begin Table Head --><TR valign="bottom">
    <TD width="5%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="20%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="63%">&nbsp;</TD>
</TR>

<!-- End Table Head -->

<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&#149;
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Dealer Call Centres (&#147;DCC&#148;): 80%</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&#149;
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Common: 80%</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&#149;
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Messaging: 70%</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&#149;
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Prepaid: 60%</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&#149;
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Montreal accounts receivable: 50%</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">(b)</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left"><B>Customer Base Calling</B><BR>
Wireless is responsible to estimate and to use its
commercially reasonable efforts to reduce the
volume of CSR handled calls. RCI is responsible to
provide Wireless with ongoing reports (not less
often than monthly) on call volume drivers. The
estimated volume of CSR handled calls will be as
set out in the Customer Care budget approved by RCI
and Wireless in accordance with this term sheet. A
reforecast of call volumes will be provided by
Wireless one month prior to the commencement of
each calendar quarter.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">Wireless will also work with RCI to ensure changes
in the business are communicated on a timely basis
that will have an impact on call volumes and AHT
(as defined below).</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">(c)</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left"><B>Sales per month</B><BR>
RCI will use its commercially reasonable efforts to
meet the quota of sales of new and additional
services, in accordance with the programs developed
by Wireless.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">(d)</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left"><B>Average Handle Time </B>(&#147;AHT&#148;) represents the
average time, expressed in seconds, for a CSR to
complete a call including all work related to that
call. RCI is responsible for ensuring that
processes are consistent across all call centres.
RCI and Wireless are jointly responsible to
establish appropriate targets and to reduce AHT.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">(e)</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left"><B>Percent Customer Base Calling (&#147;CBC&#148;) (Total):</B>
The total offered load generated by Wireless
customers in a month. This includes the
interactive voice recognition (&#147;IVR&#148;) handled load.
For purposes of determining staffing levels
Wireless will</TD>
</TR>


<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">- 2 -
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="right" style="font-size: 10pt"><B>FINAL</B>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">

<!-- Begin Table Head --><TR valign="bottom">
    <TD width="5%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="20%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="63%">&nbsp;</TD>
</TR>

<!-- End Table Head -->

<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">provide % CBC for both CSR and IVR
calls.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">(f)</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left"><B>% Adjustments.</B> The total discretionary
adjustments (credits)&nbsp;as a percent of revenue given
by RCI to customers of Wireless. Wireless will
provide approval thresholds, monthly objectives and
results. Both parties agree to use their
commercially reasonable efforts to minimize
adjustments.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">(g)</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left"><B>Hardware Upgrades (HUP)&nbsp;per Month; HUP
Exceptions/month: </B>The total number of Hardware
Upgrades per month approved by RCI as well as the
total number of HUP exceptions processed by RCI
each month. The HUP objectives shall be in
accordance with the approved Wireless HUP program.
Wireless will provide and monthly results for
Hardware Upgrades. Exceptions to HUP will be
reviewed jointly by RCI and Wireless for further
action.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">(h)</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left"><B>Sales per month: </B>The number of up/cross sales
per month completed by RCI. Wireless will provide
monthly results.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">(i)</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left"><B>% Occupancy: </B>RCI will provide monthly
objectives and results. % Occupancy is defined as
(total staffed time &#151; available time) / total
staffed time.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">(j)</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left"><B>Abandoned Calls </B>represents the difference
between CSR calls offered and CSR calls handled
expressed as a percentage of total CSR calls
offered. RCI will be responsible to ensure
abandoned calls remain within budgeted target
levels.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">(k)</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left"><B>IVR Calls Handled:</B> Total number of calls
handled completed by the IVR. RCI will provide the
monthly objectives and results.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">(l)</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left"><B>CSR Calls Offered: </B>Aggregate number of all
offered calls to the RCI call centres by Wireless
customers (Total Calls Offered-IVR Handled). RCI
will provide monthly objectives and results.</TD>
</TR>


<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">- 3 -
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>


<DIV style="font-family: 'Times New Roman',Times,serif">


<P align="right" style="font-size: 10pt"><B>FINAL</B>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">

<!-- Begin Table Head --><TR valign="bottom">
    <TD width="5%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="20%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="63%">&nbsp;</TD>
</TR>

<!-- End Table Head -->

<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">(m)</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left"><B>CSR Calls Handled: </B>Aggregate number of all
calls handled by the Customer Service Consultants.
RCI will provide the monthly objectives and
results.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">(n)</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left"><B>Percent Repeat Calls: </B>The percentage of calls
generated by the same Wireless customer. A repeat
call is defined as at least 3 calls generated by
the same customer over a rolling 30-day period.
Wireless will provide the monthly objectives and
results.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">(o)</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left"><B>Accounts Receivable: </B>Wireless agrees to report
on A/R metrics for all but the Montreal A/R group.
Customer Care agrees to report on the same measures
for the Montreal A/R group.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">(p)</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left"><B>Total Calls Offered:</B> Wireless is responsible
for aggregate total offered call volume objectives.
Wireless will work to reduce calls offered. The
targeted volumes are as set out in the approved
Customer Care budget.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><B>4.</B></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="5" valign="top" align="left"><B>Cost per Call</B><BR>
It is the responsibility of RCI to meet the cost
per call objectives, based on the Customer Care
budget approved in accordance with this term sheet.
The cost per call is defined as the operating
expense net of sales commissions by call centre
type (eg. skill type) divided by total handled
calls by call centre type.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="5" valign="top" align="left">The committed costs per call are guaranteed by RCI
and any required adjustments are made annually.
The guaranteed costs for 2002 are as follows:</TD>
</TR>


<!-- End Table Body -->
</TABLE>
</DIV>



<P><DIV style="position: relative; float: left; margin-right: 1%; width: 30%">

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;

</DIV>

<DIV style="position: relative; float: right; margin-left: 1%; width: 66%">
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="55%">

<!-- Begin Table Head --><TR valign="bottom">
    <TD width="31%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="31%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="32%">&nbsp;</TD>
</TR>

<!-- End Table Head -->

<!-- Begin Table Body -->
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">ICC</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">8.96</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">DCC</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">8.60</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Messaging</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">9.83</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Prepaid</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">6.07</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Common</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="center">$7.80 (Wireless share)</TD>
</TR>


<!-- End Table Body -->
</TABLE>
</DIV>


</DIV>
<BR clear="all"><BR>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">

<!-- Begin Table Head --><TR valign="bottom">
    <TD width="5%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="20%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="67%">&nbsp;</TD>
</TR>

<!-- End Table Head -->

<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">Actual amounts incurred will be calculated at end
of each year in accordance with the methodology set
out in Schedule &#147;C&#148;.</TD>
</TR>


<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">- 4 -
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<P align="right" style="font-size: 10pt"><B>FINAL</B>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">

<!-- Begin Table Head --><TR valign="bottom">
    <TD width="5%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="20%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="67%">&nbsp;</TD>
</TR>

<!-- End Table Head -->

<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">RCI shall be responsible for all costs exceeding
the prescribed cost per call, determined on a
category by category basis. Any adjusting payments
shall be determined as at December&nbsp;31 and payment
made by January&nbsp;31 of the following year.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">Additional services to be provided by RCI must be
agreed upon in writing by both RCI and Wireless and
will be invoiced on an actual cost basis with RCI
being responsible for tracking and reporting such
costs. In the case of services provided by
existing call centre groups such as retention
activities and the Montreal Accounts Receivable
group, the costs will be determined by taking the
total call volume related to this activity,
multiplied by the AHT of the call, multiplied by
the variable per minute cost of the RCI customer
care group.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">For the start up of new call centres and the
expansion of common call centres as well as
activities such as system migration, RCI and
Wireless will jointly establish a budget with
respect to these activities and costs will be
invoiced on an actual basis. Costs for their
activities will be invoiced on a monthly basis and
RCI and Wireless will jointly work to bring costs
in on budgeted amounts.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">In the case of start up of new call centres, RCI
and Wireless will agree on the determination of the
start up period and after this period the cost per
call charged to Wireless by RCI will be governed by
this agreement.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><B>5.</B></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><B>Bi-Weekly<BR>
Settlement:</B></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">On a bi-weekly basis, Wireless shall reimburse
amounts owing to RCI, based on estimated payroll
costs.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">Each of RCI and Wireless shall co-operate to
complete a full monthly reconciliation, based on
all applicable costs and estimated sales
commissions with a final settlement taking place at
the end of each calendar month.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><B>6.</B></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><B>Capital Costs:</B></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">All capital costs incurred by RCI on behalf of
Wireless shall be in accordance with the capital
budget approved at the beginning of the financial
year except for the replacement or repair of
existing facilities. All such expenditures shall</TD>
</TR>


<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">- 5 -
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="right" style="font-size: 10pt"><B>FINAL</B>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">

<!-- Begin Table Head --><TR valign="bottom">
    <TD width="5%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="20%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="67%">&nbsp;</TD>
</TR>

<!-- End Table Head -->

<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">be subject to the Commitment Authorization process
established for the Rogers group of companies. No
expenditures are to occur without the written
approvals as required by that policy, except for
the replacement or repair of existing facilities.
All assets purchased shall be the property of
Wireless.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><B>7.</B></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><B>Budget Process:</B></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">RCI and Wireless will establish an annual Customer
Care budget, prior to the commencement of each
financial year. The Customer Care budget and any
other expenses, other than those required by RCI to
meet the guaranteed cost per call and other
operating criteria specified in this agreement,
shall be subject to the approval of RCI and
Wireless in accordance with the Budgeting and
Commitment Authorization process established for
the Rogers group of companies.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><B>8.</B></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><B>Sales Commitment:</B></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">RCI will use commercially reasonable efforts to
achieve the jointly determined sales goals (sales
per month, being activation of new core and prepaid
Subscriptions-Boxed and Pay as You Go).</TD>
</TR>












<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><B>&nbsp;</B></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><B>&nbsp;</B></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">Wireless and RCI agree that sales performance will
be reviewed on or before December&nbsp;31, 2002.</TD>
</TR>





<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><B>9.</B></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><B>Sales Compensation:</B></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">RCI will be entitled to compensation for its sales
activities in accordance with Schedule &#147;B&#148;, subject
to change by Wireless on not less than 45&nbsp;days
written notice. RCI&#146;s compensation will be the
same base activation commission paid by Wireless to
its retail distribution generally from time to
time, but for greater certainty excluding residual
commissions.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><B>10.</B></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><B>Marketing &#038;<BR>
Promotions</B></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">Wireless will use its commercially reasonable
efforts to promote the RCI call centres as a
distribution channel for Wireless products and
services. RCI and Wireless will cooperate and
consult in establishing promotions for the RCI call
centres. RCI will be entitled to cooperative
advertising funding in accordance with Wireless&#146;
standard policies in this regard.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><B>11.</B>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><B>Obligations of RCI:</B>
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">(a)
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">RCI will use its commercially reasonable efforts to</TD>
</TR>


<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">- 6 -
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="right" style="font-size: 10pt"><B>FINAL</B>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">

<!-- Begin Table Head --><TR valign="bottom">
    <TD width="5%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="20%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="67%">&nbsp;</TD>
</TR>

<!-- End Table Head -->

<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">develop and promote sales of Wireless&#146;
products and services and to diligently maintain
and promote the public image of Wireless as
Canada&#146;s leading supplier of wireless
communications services.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">(b)
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">RCI shall perform the services in a
professional and workman-like manner and in
accordance with the highest industry standards.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">(c)
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">A senior representative of RCI Call Centre
Management will use commercially reasonable efforts
to attend each weekly Wireless Operations meeting
and each monthly Services meeting, as well as the
monthly RCI CEO/CFO/controller meetings.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">(d)
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">RCI will be responsible for sourcing,
coordinating and managing third party call centre
services, subject to the prior written approval of
Wireless, which will not be unreasonably withheld.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><B>12.</B></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><B>Employees:</B></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">All personnel engaged in the provision of the
customer care services shall be the permanent or
temporary employees of RCI staff or third party
service providers engaged by RCI.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><B>13.</B></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><B>Exclusivity:</B></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">During the term RCI shall not promote or offer for
sale or rent the products and services of any other
wireless service provider.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><B>14.</B></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><B>Termination for<BR>
Convenience:</B></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">This Agreement may be terminated by either party at
any time after December&nbsp;31, 2002 upon ninety (90)
days written notice to the other.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><B>15.</B></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><B>Termination for<BR>
Cause:</B></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">Either party may immediately terminate this
agreement by written notice to the other (the
&#147;Defaulting Party&#148;) if:</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">a)
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">the Defaulting Party is in default under this
agreement and such default continues for after
thirty (30)&nbsp;days notice of such default; or</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">b)
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">bankruptcy or insolvency proceedings are
instituted by or against the Defaulting Party, the
Defaulting Party is adjudicated as bankruptcy,
becomes insolvent, makes an assignment for the
benefit of creditors or proposes or makes any
arrangements for the liquidation of its debts or a
receiver and manager is appointed with respect to
all or any part of the assets of the Defaulting
Party.</TD>
</TR>


<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">- 7 -
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="right" style="font-size: 10pt"><B>FINAL</B>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">

<!-- Begin Table Head --><TR valign="bottom">
    <TD width="5%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="20%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="67%">&nbsp;</TD>
</TR>

<!-- End Table Head -->

<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><B>16.</B></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><B>Confidential<BR>
Information;<BR>
Privacy:</B></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">RCI acknowledges that all information concerning
subscribers to Wireless services is the
confidential and proprietary information of
Wireless. RCI agrees that it shall not disclose
any such information to a third party unless
required by law or regulation or as may be
permitted in writing by Wireless.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><B>17.</B></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><B>No Consequential<BR>
Damages:</B></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">Neither of the parties shall be liable to the other
party for consequential damages (including without
limitation loss of profits, loss of business
opportunities, loss of revenue or loss of property)
arising directly or indirectly from any breach of
this agreement, fundamental or otherwise or from
any tortious acts or omissions of either party.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><B>18.</B></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><B>Binding Agreement:</B></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">This agreement shall enure to the benefit of and be
binding upon Wireless and RCI and their respective
successors and assigns and is the entire agreement
between the parties with respect to its subject
matter and supercedes all prior documents and
agreements. No amendment or modification of this
agreement shall be binding on the parties unless
made in writing and duly executed by both RCI and
Wireless.</TD>
</TR>


<!-- End Table Body -->
</TABLE>
</DIV>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">

<!-- Begin Table Head --><TR valign="bottom">
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="10%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
</TR>

<!-- End Table Head -->

<!-- Begin Table Body -->
<TR valign="bottom">
    <TD colspan="3" valign="top" align="left"><B>ROGERS WIRELESS INC.</B></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left"><B>ROGERS COMMUNICATIONS INC.</B></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">By:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">By:</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><HR size="1" noshade>&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><HR size="1" noshade>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Nadir Mohamed
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Edward S. Rogers</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">President &#038; CEO
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">President and CEO</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">By:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">By:</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><HR size="1" noshade>&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><HR size="1" noshade>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">John Gossling
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Alan Horn</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Senior Vice-President
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Vice President, Finance</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Finance &#038; CFO</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">By:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">By:</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><HR size="1" noshade>&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><HR size="1" noshade>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Jim Lovie
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Bob Stark</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Executive Vice-President,
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Vice-President,</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Sales, Service &#038; Distribution
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Customer Care</TD>
</TR>


<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">- 8 -
</DIV>


<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>


<DIV style="font-family: 'Times New Roman',Times,serif">


<P align="right" style="font-size: 10pt"><B>FINAL</B>


<P align="center" style="font-size: 10pt"><B>SCHEDULE &#147;A&#148;<BR>
TO ROGERS WIRELESS/ROGERS COMMUNICATIONS INC.<BR>
TERM SHEET</B>



<P align="center" style="font-size: 10pt"><B>FORM OF CUSTOMER CARE SCORECARD</B>


<DIV align="center">
<TABLE style="font-size: 9pt" cellspacing="0" border="0" cellpadding="0" width="100%">

<!-- Begin Table Head --><TR valign="bottom">
    <TD width="23%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
</TR>
<TR style="font-size: 9pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="31"><B>ACTUAL RESULTS - &#091;insert date&#093; , 2002</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="11"><B>TARGETS</B><HR size="1" noshade></TD>
    </TR>
<TR style="font-size: 9pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>YTD</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>YTD</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Dec 31</B></TD>
</TR>
<TR style="font-size: 9pt" valign="bottom">
    <TD nowrap align="left"><B>Metrics</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>January</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>February</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>March</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>April</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>May</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>June</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>MTD July</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>(June)</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>MTD July</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>(June)</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>2002</B><HR size="1" noshade></TD>
</TR>


<!-- End Table Head -->

<!-- Begin Table Body -->
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><B>Service Level</B></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">ICC</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">DCC</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Messaging</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
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    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Prepaid</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
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    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
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    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
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    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><B>Cost Per Call</B></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
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    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">ICC</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
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    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">DCC</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
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    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Messaging</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
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    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Prepaid</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
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    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><B>Call Volume (in 000s)</B></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
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    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">ICC</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
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</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">DCC</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
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    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Messaging</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
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</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Prepaid</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
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</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><B>Sales</B></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
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    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Enhanced Services*</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
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    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><B>Employee Satisfaction</B></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
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    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Total Customer Care</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
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    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><B>Service Quality</B></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
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    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Total Customer Care</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
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    <TD>&nbsp;</TD>
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    <TD>&nbsp;</TD>
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    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
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    <TD>&nbsp;</TD>
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    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>


<!-- End Table Body -->
</TABLE>
</DIV>




<P>

<HR size="1" width="18%" align="left" noshade>


<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top">
    <TD width="1%" nowrap align="right">*</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">Enhanced Services sales results are from the WINCOMM report provided by the Wireless Commissions group. Reported unit numbers contain non-sales maintenance and dealer transactions. Effective July&nbsp;2002, RCI Customer Care and Wireless Commissions will have implemented rules and
procedures to rectify this situation.</TD>
</TR>

<TR><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD width="1%" nowrap align="right">**</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">Wireless Enhanced Services results are prepared on a monthly basis but are only made available 2 or 3&nbsp;weeks after month-end due to processing delays.</TD>
</TR>

</TABLE>




<P align="center" style="font-size: 10pt">- 9 -
</DIV>


<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="right" style="font-size: 10pt"><B>FINAL</B>


<P align="center" style="font-size: 10pt"><B>SCHEDULE &#147;B&#148;<BR>
TO ROGERS WIRELESS/ROGERS COMMUNICATIONS INC.<BR>
TERM SHEET</B>



<P align="center" style="font-size: 10pt"><B>COMPENSATION</B>



<P align="center" style="font-size: 10pt"><B>Effective July&nbsp;1, 2002</B>



<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><B>A.</B></TD>
    <TD width="2%">&nbsp;</TD>
    <TD><B>PAYMENT OF COMMISSIONS</B></TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><B>1.</B></TD>
    <TD width="2%">&nbsp;</TD>
    <TD><B>Commission Payments.</B></TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Unless otherwise set out in this Schedule &#147;A&#148;, Wireless shall pay
Commissions to monthly, approximately fifteen (15)&nbsp;days after the end of each
month. At approximately the same time as Commissions are paid by Rogers
Wireless Inc. to RCI, Rogers Wireless Inc. shall provide to RCI by e-mail or in
hard-copy format, a statement (a <B>&#147;Commission Statement&#148;</B>) setting out, among
other things, the basis upon which the amount of such Commissions was
determined.


<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><B>2.</B></TD>
    <TD width="2%">&nbsp;</TD>
    <TD><B>Errors and Omissions.</B></TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;RCI agrees to review each Commission Statement upon its receipt and to
promptly notify Rogers Wireless Inc. of any errors or omissions contained
therein. Each Commission Statement will be binding on RCI sixty (60)&nbsp;days
after Rogers Wireless Inc.&#146;s delivery thereof to RCI and, after such time,
Rogers Wireless Inc. shall not be obligated to adjust the amount of any
Commissions paid to RCI for the period covered by such Commission Statement.


<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><B>B.</B></TD>
    <TD width="2%">&nbsp;</TD>
    <TD><B>INTERPRETATION</B></TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><B>3.</B></TD>
    <TD width="2%">&nbsp;</TD>
    <TD><B>Definitions.</B></TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In this Schedule &#147;A&#148; the following terms shall have the following
meanings:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>&#147;Base Voice Commission&#148; </B>means a one-time Commission payment, payable by
Rogers Wireless Inc. to RCI as compensation for the solicitation of a new
Subscription to the Wireless Voice Service.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>&#147;Charge Back&#148; </B>has the meaning specified in Section&nbsp;2.3 of this Schedule
&#147;A&#148;.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>&#147;Commissionable Revenue&#148; </B>means, for any period of time with respect to a
Customer, the aggregate of all amounts actually collected by Rogers Wireless
Inc. from such Customer with respect to properly billed charges for (i)&nbsp;local
airtime use, (ii)&nbsp;monthly service fees for the use of the Wireless Voice
Services, and (iii)&nbsp;any other items that Rogers Wireless Inc. may, in


<P align="center" style="font-size: 10pt">- 10 -
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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="right" style="font-size: 10pt"><B>FINAL</B>

<P align="left" style="font-size: 10pt">its sole discretion, determine. The aggregate of the foregoing amounts
will be adjusted by charges or credits that Rogers Wireless Inc. may make
from time to time in the normal course of its business. Commissionable
Revenue does not include any amounts that Rogers Wireless Inc. has billed
Customers with respect to the above items that have been written off as
uncollectable or any such amounts that Rogers Wireless Inc. later recovers
(as a result of the efforts of a collection agency or otherwise).
Commissionable Revenue also does not include any amounts with respect to any
charges for the following:



<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="left">(a)</TD>
    <TD width="2%">&nbsp;</TD>
    <TD>long distance services, access, use, features or options;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="left">(b)</TD>
    <TD width="2%">&nbsp;</TD>
    <TD>service initiation fees;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="left">(c)</TD>
    <TD width="2%">&nbsp;</TD>
    <TD>system access fees;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="left">(d)</TD>
    <TD width="2%">&nbsp;</TD>
    <TD>international roaming;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="left">(e)</TD>
    <TD width="2%">&nbsp;</TD>
    <TD>late payment charges;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="left">(f)</TD>
    <TD width="2%">&nbsp;</TD>
    <TD>customer referral bonuses;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="left">(g)</TD>
    <TD width="2%">&nbsp;</TD>
    <TD>transfers from account;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="left">(h)</TD>
    <TD width="2%">&nbsp;</TD>
    <TD>changes in telephone numbers;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="left">(i)</TD>
    <TD width="2%">&nbsp;</TD>
    <TD>directory listings;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="left">(j)</TD>
    <TD width="2%">&nbsp;</TD>
    <TD>misapplied payments;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="left">(k)</TD>
    <TD width="2%">&nbsp;</TD>
    <TD>all applicable taxes, including provincial sales tax,
telecommunication service tax and Goods and Services Tax;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="left">(l)</TD>
    <TD width="2%">&nbsp;</TD>
    <TD>contra account; and</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="left">(m)</TD>
    <TD width="2%">&nbsp;</TD>
    <TD>any charges not related to use or access.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>&#147;One Hundred Eighty Days Following Activation&#148; </B>means with respect to each
Subscription solicited by RCI, the period commencing on the date of the
Subscription and ending one hundred eighty (180)&nbsp;days following the date of the
Subscription.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>&#147;Margin Based Product&#148; </B>has the meaning specified in Section&nbsp;6 of this
Schedule &#147;A&#148;.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>&#147;Optional Feature&#148; </B>means a value added service or feature associated with
the Wireless Voice Services which may be offered by Rogers Wireless Inc. in its
sole discretion and which generates revenues for Rogers Wireless Inc.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>&#147;Residual Commissions&#148; </B>means Commissions that are calculated as a
percentage of the Commissionable Revenues and payable over a specified period
of time.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>&#147;Wireless Data Services&#148; </B>means the wireless communications services
offered by or through Rogers Wireless Inc. or its Affiliates, excluding
Wireless Voice Services.


<P align="center" style="font-size: 10pt">- 11 -
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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="right" style="font-size: 10pt"><B>FINAL</B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>&#147;Wireless Voice Services&#148; </B>means the wireless voice only communications
services offered by or through Rogers Wireless Inc. or its Affiliates, both
analogue and digital, including Personal Communications Services (PCS).


<P align="left" style="font-size: 10pt"><B>C.&nbsp;COMMISSIONS</B>


<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><B>1.</B></TD>
    <TD width="2%">&nbsp;</TD>
    <TD><B>General.</B></TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Rogers Wireless Inc. agrees to pay the following Commissions to RCI with
respect to Subscriptions to Wireless Voice Services (other than activations to
Margin Based Products).


<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><B>2.</B></TD>
    <TD width="2%">&nbsp;</TD>
    <TD><B>Base Voice Commissions.</B></TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Subject to the terms and conditions of this Section&nbsp;2, Rogers Wireless
Inc. agrees to pay a Base Voice Commission to RCI with respect to each new
Subscription to the Wireless Voice Services (other than activations to Margin
Based Products) that is solicited by RCI.


<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left">2.1</TD>
    <TD width="2%">&nbsp;</TD>
    <TD>The amount of the Base Voice Commission payable by Rogers Wireless Inc.
with respect to a new Subscription shall be as set out in the following
table:</TD>
</TR>

</TABLE>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="55%">

<!-- Begin Table Head --><TR valign="bottom">
    <TD width="37%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="8%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="8%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="8%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Rate Plan with</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Rate Plan with</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Monthly Service</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>MSF of $ 40 &#043; and</B></TD>
</TR>


<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Fee (&#147;MSF&#148;) in</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Rate Plan with</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Corporate Rate</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>the $10 - $19.99*</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>MSF in the $20 -</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Plan (does not</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Term</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Range</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>$39.99 Range</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>include EPP Plans)</B><HR size="1" noshade></TD>
</TR>


<!-- End Table Head -->

<!-- Begin Table Body -->


<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Monthly</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">N/A</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">25</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">25</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><B>1 Year</B></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">25</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">75</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">150</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><B>2 Year</B></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">25</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">100</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">150</TD>
    <TD>&nbsp;</TD>
</TR>



<tr><td>&nbsp;</td></tr>

<TR valign="bottom">

<TD colspan="13"><DIV style="margin-left:10px; text-indent:-10px">*&nbsp;&nbsp;&nbsp;&nbsp;2 in 1 Plan will be commissioned at $50</DIV></TD>
</TR>





<!-- End Table Body -->
</TABLE>
</DIV>





<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left">2.2</TD>
    <TD width="2%">&nbsp;</TD>
    <TD>Notwithstanding anything else contained in this Schedule &#147;A&#148;, Rogers
Wireless Inc. shall not be obligated to pay any Base Voice Commission to
RCI with respect to a Subscription if (i)&nbsp;the Customer has ceased to be a
Customer of the Wireless Voice Services at any time and for any reason
during the ninety (90)&nbsp;day period immediately preceding the date of such
Subscription, or (ii)&nbsp;Rogers Wireless Inc. has paid or is obligated to pay
a Base Voice Commission to any other Person with respect to such
Subscription.
</TD>
</TR>
</TABLE>

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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

</TABLE>


<P align="right" style="font-size: 10pt"><B>FINAL</B>


<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left">2.3</TD>
    <TD width="2%">&nbsp;</TD>
    <TD>RCI agrees that 100% of the Base Voice Commission with respect to each
Subscription, will be fully earned only if the Customer (i)&nbsp;uses the
Wireless Voice Services continuously for the One Hundred Eighty Days
Following Activation, and (ii)&nbsp;pays to Rogers Wireless Inc. Commissionable
Revenue in an amount not less than the Base Voice Commission during such
period. If the Customer fails to satisfy these conditions, then Rogers
Wireless Inc. will require the repayment (<b>&#147;Charge Back&#148;"</B>) of all or part of
the Base Voice Commission as follows:</TD>
</TR>

</TABLE>


<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="left">(a)</TD>
    <TD width="2%">&nbsp;</TD>
    <TD>if the Customer de-activates from the Wireless Voice Service
for any reason during the One Hundred Eighty Days Following
Activation and payment of an amount at least equal to the Customer&#146;s
initial invoice has been received by Rogers Wireless Inc. (which
shall include the application of any security deposit given to Rogers
Wireless Inc. by the Customer to the Customer&#146;s account), Rogers
Wireless Inc. will Charge Back (by deducting an amount from the
Commissions payable to RCI or otherwise) an amount that shall be
determined by multiplying (i)&nbsp;the Base Voice Commission, by (ii)&nbsp;the
number (expressed as a percentage) set out in the table below
opposite the month during the One Hundred Eighty Days Following
Activation that such de-activation occurred.</TD>
</TR>

</TABLE>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="55%">

<!-- Begin Table Head --><TR valign="bottom">
    <TD width="82%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Month of De-Activation</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Multiplier</B><HR size="1" noshade></TD>
</TR>


<!-- End Table Head -->

<!-- Begin Table Body -->
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">On or before Month one</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">100</TD>
    <TD nowrap>%</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Month two</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">90</TD>
    <TD nowrap>%</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Month three</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">80</TD>
    <TD nowrap>%</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Month four</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">70</TD>
    <TD nowrap>%</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Month five</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">60</TD>
    <TD nowrap>%</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Month six</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">50</TD>
    <TD nowrap>%</TD>
</TR>


<!-- End Table Body -->
</TABLE>
</DIV>



<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="left">(b)</TD>
    <TD width="2%">&nbsp;</TD>
    <TD>if the Customer continues to use the Wireless Voice Services
for the One Hundred Eighty Days Following Activation and at the end
of such period, Rogers Wireless Inc. has not received Commissionable
Revenue from the Customer equal to the applicable Base Voice
Commission, Rogers Wireless Inc. will Charge Back (by deducting an
amount from the Commissions payable to RCI) an amount equal to the
amount by which (i)&nbsp;the Base Voice Commission exceeds (ii)&nbsp;the
aggregate of all Commissionable Revenue for such period.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="left">(c)</TD>
    <TD width="2%">&nbsp;</TD>
    <TD>if the Customer de-activates from the Wireless Voice Service
for any reason during the One Hundred Eighty Days Following
Activation and payment of an amount at least equal to the Customer&#146;s
initial invoice has not been received by Rogers Wireless Inc. (which
shall include the application of any security deposit given to Rogers
Wireless Inc. by the Customer to the Customer&#146;s account), Rogers
Wireless Inc. will Charge Back (by deducting an amount from the
Commissions otherwise
</TD>
</TR>
</TABLE>

<P align="center" style="font-size: 10pt">- 13 -
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

</TABLE>


<P align="right" style="font-size: 10pt"><B>FINAL</B>


<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="left">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD>payable to RCI or otherwise) an amount equal to the Base Voice
Commission that was paid to RCI.</TD>
</TR>

</TABLE>


<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left">2.4</TD>
    <TD width="2%">&nbsp;</TD>
    <TD>Notwithstanding any other provision of this Schedule &#147;A&#148;, Rogers Wireless
Inc. may, in its sole discretion, upon thirty (30)&nbsp;days written notice to
RCI, Charge Back (by deducting an amount from the Commissions payable to
RCI otherwise), 100% of any Base Voice Commission paid to RCI with respect
to a Subscription if Rogers Wireless Inc. reasonably believes that RCI
acted fraudulently with respect to such Subscription or if the Customer
de-activates due to, without limitation, buyer&#146;s remorse or an activation
in error. In addition, Rogers Wireless Inc. shall be entitled to Charge
Back for all reasonable liquidated damages it has incurred due to any such
fraudulent activity or de-activation.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left">2.5</TD>
    <TD width="2%">&nbsp;</TD>
    <TD>The amount of the Base Voice Commission payable by Rogers Wireless Inc.
with respect to a new Subscription in accordance with this Section&nbsp;2 shall
be increased or decreased (as set out below) if, at any time during the
Adjustment Period (as defined below), the Customer changes its rate plan
(a <b>&#147;Rate Plan Change&#148;</B>) to: (i)&nbsp;a service or product for which no
Commission or other compensation is payable, for example a Margin Based
Product; or (ii)&nbsp;a rate plan for which the amount of the Base Voice
Commission payable with respect to a Subscription for such rate plan is
(a)&nbsp;higher (a <b>&#147;Higher Base Voice Commission&#148;</B>),
or (b)&nbsp;lower (a <B>&#147;Lower Base
Voice Commission&#148;</B>) than the amount of the Base Voice Commission that has
at such time been paid by Rogers Wireless Inc. to RCI with respect to such
Subscription. In such an event, (i)&nbsp;if a Higher Base Voice Commission is
applicable to the new rate plan, or (ii)&nbsp;if a Lower Base Voice Commission
is applicable to the new rate plan or no Commission is payable for the new
service or product, Rogers Wireless Inc. shall pay or Charge Back from
RCI, as the case may be, an amount equal to the positive difference
between (x)&nbsp;the Higher Base Voice Commission, the Lower Base Voice
Commission or zero, as the case may be, and (y)&nbsp;the amount of the Base
Voice Commission that has at such time been paid by Rogers Wireless Inc.
to RCI with respect to such Subscription. For purposes of this Schedule
&#147;A&#148;, the <B>&#147;Adjustment Period&#148;</B> means a period of one hundred and twenty
(120)&nbsp;days that initially begins on the date of a Subscription and ends
one hundred and twenty (120)&nbsp;days thereafter, unless such period is
restarted as set out below. Such period shall be restarted on the date of
any Rate Plan Change that occurs during the initial period of one hundred
and twenty (120)&nbsp;days and shall thereafter be restarted on the date of
each subsequent Rate Plan Change until such time as a period of one
hundred and twenty (120)&nbsp;days has elapsed during which no Rate Plan Change
as occurred.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><B>3.</B></TD>
    <TD width="2%">&nbsp;</TD>
    <TD><B>Wireless Data Services.</B></TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to Section&nbsp;5.4 of this Schedule &#147;A&#148;, Rogers Wireless Inc. may, in
its sole discretion, introduce new price plans and promotional offerings with
respect to Wireless Data Services (including bundling voice/data packages) with
varying compensation arrangements immediately upon notice to RCI.


<P align="center" style="font-size: 10pt">- 14 -
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="right" style="font-size: 10pt"><B>FINAL</B>


<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><B>4.</B></TD>
    <TD width="2%">&nbsp;</TD>
    <TD><B>Optional Features.</B></TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Rogers Wireless Inc. agrees to pay Commissions to RCI for each Optional
Feature (other than an Optional Feature that is included in any promotion,
plan, or offer) that RCI sells to a Customer, in an amount determined by Rogers
Wireless Inc., in its sole discretion, from time to time. Any such Commissions
shall be paid as a one time payment one hundred thirty five (135)&nbsp;days
following the date such Optional Feature was sold to the Customer, provided the
Customer continues to use and has not cancelled any such Optional Feature
during the first one hundred thirty five (135)&nbsp;days after the initial purchase
thereof. Rogers Wireless Inc. may, from time to time prescribe additional
conditions (including Charge Backs) and may modify the Optional Feature
compensation structure with respect to any such Commissions by providing thirty
(30)&nbsp;days notice thereof in writing to RCI.


<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><B>5.</B></TD>
    <TD width="2%">&nbsp;</TD>
    <TD><B>Miscellaneous.</B></TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left">5.1</TD>
    <TD width="2%">&nbsp;</TD>
    <TD>No Commissions shall be payable with respect to cellular telephone
numbers and/or wireless devices provided by Rogers Wireless Inc. and used
by RCI for sales, marketing or demonstration purpose.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left">5.2</TD>
    <TD width="2%">&nbsp;</TD>
    <TD>No Base Voice Commissions shall be payable to RCI with respect to changes
to cellular telephone numbers by a Customer. In addition, no such changes
shall affect the period for which Residual Commissions are payable.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left">5.3</TD>
    <TD width="2%">&nbsp;</TD>
    <TD>Rogers Wireless Inc. shall not be required to pay any Commissions to RCI
with respect to, without limitation, (i)&nbsp;fraudulent or improper
Subscriptions, (ii)&nbsp;Subscriptions not activated in accordance with the
rules and procedures established by Rogers from time to time, (iii)
services or products not requested by the Customer, (iv)&nbsp;services
de-activated due to buyer&#146;s remorse, (v)&nbsp;activations made in error, or
(vi)&nbsp;where RCI has failed to strictly comply with all activation
procedures issued from time to time by Rogers Wireless Inc. in writing.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left">5.4</TD>
    <TD width="2%">&nbsp;</TD>
    <TD>RCI acknowledges that, due to the competitive marketplace in which Rogers
Wireless Inc. and RCI operate, Rogers Wireless Inc. may introduce new
price plans and promotional offerings (including bundled hardware/airtime
usage) with varying compensation arrangements immediately upon notice to
RCI.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left">5.5</TD>
    <TD width="2%">&nbsp;</TD>
    <TD>Notwithstanding anything to the contrary in this Schedule &#147;A&#148;, no Base
Voice Commission shall be paid to RCI at any time with respect to a
Customer&#146;s:</TD>
</TR>

</TABLE>


<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="left">(a)</TD>
    <TD width="2%">&nbsp;</TD>
    <TD>renewal of a rate plan;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="left">(b)</TD>
    <TD width="2%">&nbsp;</TD>
    <TD>change from one rate plan to another rate plan; or</TD>
</TR>

</TABLE>

<P align="center" style="font-size: 10pt">- 15 -
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">


</TABLE>


<P align="right" style="font-size: 10pt"><B>FINAL</B>


<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="left">(c)</TD>
    <TD width="2%">&nbsp;</TD>
    <TD>activation of a Margin Based Product on any other plan or
migration from a Margin Based Product to any other plan.</TD>
</TR>

</TABLE>


<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><B>6.</B></TD>
    <TD width="2%">&nbsp;</TD>
    <TD><B>Compensation for Margin Based Products.</B></TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Rogers Wireless Inc. may from time to time and in its sole discretion,
authorize RCI to sell certain products, including without limitation, Rogers
Wireless Inc.&#146;s prepaid cellular service known as &#147;Pay As You Go&#148;, with respect
to which no Commissions or other compensation will be paid (<B>&#147;Margin Based
Products&#148;</B>). RCI acknowledges and agrees that, unless otherwise specified by
Rogers Wireless Inc. in writing, its entire compensation for the sale of any
Margin Based Products shall be the margin between the amount that RCI pays to
Rogers Wireless Inc. for such products and the price for which RCI sells them.


<P align="center" style="font-size: 10pt">- 16 -
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="center" style="font-size: 10pt"><B>SCHEDULE &#147;C&#148;<BR>
TO ROGERS WIRELESS/ROGERS COMMUNICATIONS INC.<BR>
TERM SHEET</B>



<P align="center" style="font-size: 10pt"><B>COSTING METHODOLOGY</B>




<P align="center" style="font-size: 10pt">- 17 -
</DIV>


</BODY>
</HTML>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.24
<SEQUENCE>25
<FILENAME>t14763exv4w24.txt
<DESCRIPTION>EX-4.24
<TEXT>
<PAGE>

                        RCI/RCMCI BUSINESS AREAS AND TRANSFER AGREEMENT dated as
                  of August 1, 1991, between ROGERS COMMUNICATIONS INC., a
                  corporation continued under the laws of British Columbia
                  ("RCI"), and ROGERS CANTEL MOBILE COMMUNICATIONS INC., a
                  corporation incorporated under the laws of Canada (the
                  "Company").


      WHEREAS, RCI and the Company, a subsidiary of RCI, acknowledge that it is
desirable to set forth their mutual understanding as to the future conduct by
RCI of its cellular telephone operations and related communications businesses
(including local area personal communications networks), and as to the possible
transfer to the Company of the interest of RCI in certain assets and/or
operations that may be acquired in the Mobile Communications Businesses (as
defined below) in order to, among other things, reduce the potential for
conflicts of interest involving RCI, the Company and directors and officers of
RCI, who are also directors and officers of the Company; and

      WHEREAS, in connection with an initial public offering of Class B
Subordinate Voting Shares of the Company by RCI or its subsidiaries and in
consideration of the interests of the holders of such Shares (other than RCI and
its affiliates) from time to time, RCI and the Company have agreed as set forth
below.

      NOW, THEREFORE, in consideration of the mutual agreements herein contained
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, RCI and the Company agree as follows:

                                   ARTICLE I

                        CONDUCT AND TRANSFER OF BUSINESS

      Section 1.01. Conduct of Business. Subject to Section 1.03, RCI hereby
agrees to continue to conduct all of its Mobile Communications Businesses
through the Company (including its subsidiaries). For purposes of this
Agreement, "Mobile Communications Businesses" shall mean all communications
services where either the terminal from which the communication originated or
the terminal on which

<PAGE>
                                                                               2


the communication was alternately received, or both such terminals, are mobile
radiocommunications devices (including, in each case, mobile communications
devices that are being used in a fixed mode) and include, but are not limited
to, cellular telephone equipment sales and related services, paging and mobile
voice/data equipment sales and related services, and local area personal
communications networks.

      Section 1.02. Transfer. Subject to Section 1.03, in the event that after
August 1, 1991, RCI acquires (through one or more transactions) a controlling
interest in assets and/or operations which represent all of, a significant part
of or an interest in one or more Mobile Communications Businesses, RCI shall,
within 30 days or as promptly as is reasonably practicable under the
circumstances, offer to transfer its interest in such assets and/or operations
to the Company at a purchase price equal to (x) RCI's costs if readily
determinable, or (y) RCI's reasonable determination of the fair value thereof,
if RCI's cost is not readily determinable, plus, in either case, the costs and
expenses incurred by RCI in carrying and transferring such assets and operations
(including, without limitation, the cost of capital incurred by RCI in carrying
such assets and/or operations (determined using the rate of interest charged or
which would have been charged to RCI during the applicable period under its then
existing revolving credit facility), RCI's legal fees and other reasonable
disbursements). Until the Company accepts or declines the offer by RCI or such
offer by RCI otherwise expires and, if the Company accepts RCI's offer, until
such assets and/or operations are transferred to the Company, RCI shall operate
such assets and/or operations to be transferred to the Company in the ordinary
course. RCI's cost or the fair value, as applicable, of the assets and/or
operations to be transferred to the Company hereunder shall be (i) reduced by
the fair market value of any dividends or distributions (whether in cash or
other property) paid to RCI from the business being transferred and (ii)
increased by the fair market value of any additional investments in or
contributions (whether in cash or other property) to the business being
transferred, in each case, during the period such assets and/or operations are
owned by RCI and subject to this Agreement.

      In the event that RCMCI accepts an offer by RCI to transfer RCI's interest
in certain assets or operations

<PAGE>
                                                                               3


as referred to above in circumstances where the price to be paid is RCI's
reasonable determination of fair value as provided above, and if:

      (i) the fair value as proposed by RCI is in excess of $10 million; and

      (ii) the independent directors of RCMCI disagree as to the fair value
proposed by RCI

than such fair value shall be determined by an "Independent Valuer" as defined
in the Shareholder Protection Agreement between RCI and RCMCI of even date
herewith.

      Section 1.03. Conditions Precedent. The obligations of RCI set forth in
Sections 1.01 and 1.02 are subject to the prior approval of any lender or other
person required under the terms of any agreement or instrument to which RCI or
any of its affiliates (including the Company and its subsidiaries) is currently
or hereafter a party and to the satisfaction of any term or condition which is
currently or hereafter imposed or required by any regulatory authority or
otherwise required by law. RCI and the Company each agree to use its best
reasonable efforts to obtain all approvals, consents and waivers, to eliminate
any term or condition to the contrary binding upon it, and to take or cause to
be taken all reasonable actions and to do or cause to be done all reasonable
things, necessary, proper or advisable to effectuate the purposes of this
Agreement; provided, however, that in any such case, RCI and the Company shall
not be required for purposes of this Section 1.03 to pay any additional fees or
other amounts (other than incidental fees and amounts and other out-of-pocket
expenses, in each case, as shall be reasonable under the circumstances) to the
Company or any third party or agree to or have imposed on it any additional or
different terms, conditions or other limitations of any kind.

                                   ARTICLE II

                                   TERMINATION

      This Agreement and the provisions hereof shall automatically terminate at
such time as RCI no longer holds, directly or indirectly, Class A Multiple
Voting Shares, without par value, of the Company and/or Class B Subordinate
Voting Shares, without par value, of the

<PAGE>
                                                                               4


Company and/or any other voting shares of the Company that may be issued from
time to time (collectively, the "Equity Shares"), representing in the aggregate
20% or more of the combined voting power of all outstanding Equity Shares.

                                  ARTICLE III

                                  MISCELLANEOUS

      Section 3.01. Amendments; Assignment. Neither this Agreement nor any
provision hereof may be waived, amended or modified except pursuant to an
agreement or agreements in writing entered into by RCI and the Company which
shall have been approved, in the case of the Company, by a majority of directors
of the Company independent of RCI and the Company. This Agreement may not be
assigned. Any attempt to assign this Agreement in whole or in part, including
the attempted assignment of any obligation of any party hereunder to any
assignee without the consent of the other party hereunder shall be null and
void.

      Section 3.02. Binding Effect. This Agreement shall become effective when
it shall have been executed by RCI and the Company, and thereafter shall be
binding upon and inure to the benefit of RCI and the Company and their
respective successors.

      Section 3.03. Entire Agreement. This Agreement constitutes the entire
contract between the parties relative to the subject matter hereof. Any previous
agreement among the parties with respect to the subject matter hereof is
superseded by this Agreement.

      Section 3.04. Good Faith. The parties hereto agree to act hereunder in
good faith and in a commercially reasonable manner.

      Section 3.05. Counterparts. This Agreement may be executed in
counterparts, each of which shall constitute an original but all of which when
taken together shall constitute but one contract.

      Section 3.06. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the Province of Ontario and the parties
hereto

<PAGE>
                                                                               5


irrevocably attorn to the jurisdiction of the courts of such province.



      IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their respective officers thereunto duly authorized, as of the date first
above written.


                                 ROGERS COMMUNICATIONS INC.,
                                     by
                                                  /s/ G W Savage
                                       -----------------------------------
                                       Name:  Graham W. Savage
                                       Title: Senior Vice President, Finance

                                     by
                                                  /s/ M L Daly
                                       -----------------------------------
                                       Name:  M. Lorraine Daly
                                       Title: Vice President, Treasurer


                                 ROGERS CANTEL MOBILE COMMUNICATIONS INC.,
                                     by
                                                /s/ James F. Sward
                                       -----------------------------------
                                       Name:  James F. Sward
                                       Title: President, Chief Operating Officer
                                              and Director

                                     by
                                              /s/ William W. Linton
                                       -----------------------------------
                                       Name:  William W. Linton
                                       Title: Vice President, Finance and Chief
                                              Financial Officer






</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.25
<SEQUENCE>26
<FILENAME>t14763exv4w25.txt
<DESCRIPTION>EX-4.25
<TEXT>
<PAGE>

                          MANAGEMENT SERVICES AGREEMENT


      MEMORANDUM OF AGREEMENT made as of the 1st day of January, 1991.

B E T W E E N:

                     ROGERS COMMUNICATIONS INC.,
                     a corporation continued under the laws
                     of the Province of British Columbia,

                     (hereinafter referred to as "RCI"),

                                                OF THE FIRST PART,

                                     - and -

                      ROGERS CANTEL MOBILE COMMUNICATIONS INC.,
                      a corporation incorporated under the
                      laws of Canada,

                      (hereinafter referred to as "RCMCI"),

                                                OF THE SECOND PART,

                                     - and -

                      ROGERS CANTEL MOBILE INC.,
                      a corporation incorporated under the
                      laws of Canada,

                      (hereinafter referred to as "RCMI"),

                                                OF THE THIRD PART.


      WHEREAS RCI is experienced in the communications industry and has for a
number of years provided a wide range of managerial and advisory services to
numerous companies throughout the world involved in various sectors of the
communications industry;

      AND WHEREAS RCMCI operates several businesses related to a mobile
communications business and is the indirect parent of Rogers Cantel Inc.
("Cantel"), an operator of a cellular telephone network in Canada. As such,
RCMCI wishes on behalf

<PAGE>
                                     - 2 -



of itself and its subsidiaries, including Cantel, to avail itself of, and RCI is
willing to provide to RCMCI, managerial and other advisory services relating to
RCMCI and such subsidiaries and their respective businesses;

      NOW THEREFORE in consideration of the premises and mutual covenants herein
contained and for other good and valuable consideration, the parties hereto
covenant and agree as follows:

1.    Scope of Services

      RCI hereby agrees to provide to RCMCI on a continuing basis in Canada,
through personnel of RCI or, at RCI's discretion, the personnel of subsidiaries
of RCI, executive, administrative, strategic, purchasing, regulatory, legal and
financial corporate supervision and support services relating to RCMCI and its
subsidiaries of such a nature as RCMCI may reasonably request from time to time
having regard to RCI's experience and expertise and personnel or the personnel
of its subsidiaries, as the case may be, and the remuneration payable to RCI
under this Agreement. Such services shall include, among others, the following:

      (a)   advice and assistance as to the general and corporate policies and
            strategic planning and direction of RCMCI and its subsidiaries,
            including the services of the Chief Executive Officer of RCI in
            connection with same;

      (b)   advice regarding Canadian federal and provincial income and sales
            taxes and the federal goods and services tax;

      (c)   advice and assistance in dealing with Canadian regulators, including
            with respect to public hearings involving RCMCI or any of its
            subsidiaries before various municipal, provincial and federal
            governmental and regulatory bodies;

      (d)   advice and assistance involving investor relations for RCMCI,
            including in connection with the communication by RCMCI with
            investors, analysts

<PAGE>
                                     - 3 -


            and securities regulators and the preparation and filing by RCMCI of
            disclosure documents and reports required to be filed by it in
            accordance with applicable securities legislation and policies;

      (e)   advice and assistance in respect of the financial affairs of RCMCI
            and its subsidiaries, including in respect of the preparation of
            budgets, business plans and financial projections for RCMCI and its
            subsidiaries and the evaluation of capital expenditure proposals and
            monitoring RCMCI's operational results (including those of its
            subsidiaries), and consulting with management with respect to those
            results;

      (f)   advice and assistance in connection with the raising by RCMCI or any
            of its subsidiaries of external debt or equity capital and in
            connection with dealings by RCMCI and its subsidiaries with their
            respective bankers and other sources of financial assistance,
            including interest rate risk management, foreign exchange management
            and the investing of excess cash;

      (g)   advice and assistance in connection with the acquisition and
            divestiture of related operations;

      (h)   making available personnel of RCI to serve as directors on the
            boards of directors of RCMCI and its subsidiaries and on committees
            of such boards of directors;

      (i)   advice and assistance in coordinating purchases of goods and
            services with affiliated companies in order to obtain lower costs
            and improve economic efficiencies and assistance in the negotiation
            of contracts with suppliers and others;

      (j)   advice and assistance in community relations and public relations
            programs, including with respect to the establishment and operation
            of a


<PAGE>
                                     - 4 -


            charitable donations program (but specifically excluding any
            charitable donations);

      (k)   co-ordination in data processing and software matters (but
            specifically excluding software creation or production);

      (l)   advice, assistance and co-ordination in pension planning matters;

      (m)   advice, assistance and co-ordination involving insurance matters,
            including with respect to risk management, planning, disaster advice
            and co-ordination of insurance programs with affiliated companies;

      (n)   providing corporate secretarial services for meetings of the boards
            of directors of RCMCI and its subsidiaries and meetings of
            committees of those boards of directors;

      (o)   advice in relation to legal matters and assistance in drafting
            standard form agreements and documents and the selection,
            management, direction and co-ordination of legal assignments of
            outside counsel;

      (p)   advice and assistance in connection with the relationship with
            external auditors and in connection with internal audits conducted
            to review the regional operating units and corporate offices of
            RCMCI and its subsidiaries, including assistance in identifying
            areas in which operational improvements can be made;

      (q)   advice and assistance in developing policies and procedures for
            RCMCI and its subsidiaries relating to financial and accounting
            matters, human resource and benefit matters and legal matters; and

      (r)   monitoring international developments and new business opportunities
            and consulting with management of RCMCI regarding same.




<PAGE>
                                     - 5 -


      For greater certainty, under no circumstances shall RCI be obligated to
provide to RCMCI or its subsidiaries the services of outside professionals or
consultants in fulfilling the obligations of RCI set forth herein nor shall
those services include any common operational services including, without
limitation, services relating to any data centre operated and maintained by RCI.

2.    Fees

      In consideration of the services to be rendered by RCI hereunder, RCI
shall be paid a monthly fee during each year that this Agreement remains in
effect, determined as set forth below:

      (a)   in respect of the 1991 and 1992 calendar years, RCI shall be paid a
            monthly fee of $666,667, for a total annual fee of $8,000,004 per
            year; and

      (b)   in respect of each calendar year subsequent to 1992, RCI shall be
            paid a monthly fee determined as follows:

            (i)   not less than 30 days prior to the commencement of each such
                  calendar year RCI and the independent directors of RCMCI
                  serving on its audit committee (the "Independent Directors")
                  shall use their reasonable best efforts to determine the
                  monthly fee that will be payable to RCI hereunder during that
                  calendar year;

            (ii)  in determining the fee that will be payable to RCI in each
                  calendar year as described in clause (i) above, RCI and the
                  Independent Directors will take into account such factors as
                  they consider appropriate, including:

                  (A)   the result obtained by multiplying (x) the budgeted
                        consolidated operating income (before taxes, interest
                        and depreciation) of RCMCI for that year divided by the
                        budgeted consolidated operating income (before taxes,



<PAGE>
                                     - 6 -


                        interest and depreciation) of all of RCI's operating
                        subsidiaries for that year, by (y) 115% of RCI's
                        budgeted consolidated operating expenses (other than
                        taxes, interest and depreciation) for that year, in each
                        case as reflected in the then most recent budgets of
                        RCMCI and RCI, respectively;

                  (B)   the time and resources of RCI and its personnel
                        committed to the requirements of RCMCI and its
                        subsidiaries hereunder during the then current year as
                        compared with the time and resources of RCI and its
                        personnel committed to the requirements of the other
                        operating subsidiaries of RCI during that year; and

                  (C)   any special activities and efforts made by RCI and its
                        personnel during the then current year principally for
                        the benefit of RCMCI and its subsidiaries; and

            (iii) notwithstanding clause (ii) above, in no event will the annual
                  fee payable to RCI hereunder in any such calendar year be less
                  than:

                  (A)   for 1993, the result obtained by (x) multiplying
                        $8,000,004 by the percentage increase in the Canadian
                        Consumer Price Index (all items) as reported by
                        Statistics Canada (the "CPI Index") between January 1,
                        1991 and December 31, 1991, and (y) multiplying the
                        result obtained in (x) by the percentage increase in the
                        CPI Index between January 1, 1992 and December 31, 1992;
                        and

                  (B)   for each year subsequent to 1993, the result obtained by
                        multiplying the fee paid to RCI hereunder during the

<PAGE>
                                     - 7 -


                        preceding year by the percentage increase in the CPI
                        Index between January 1 and December 31 of that year.

For greater certainty, in no event will any monthly fee payable to RCI hereunder
determined by agreement between RCI and the Independent Directors be adjusted to
reflect variations between the budgeted operating income of RCMCI and the
operating subsidiaries of RCI and the actual operating income of RCMCI and the
operating subsidiaries of RCI for any period or to reflect variations between
the budgeted consolidated operating expenses of RCI and the actual consolidated
operating expenses of RCI for any period.

3.    Special Provisions for fees

      (a)   In the event that RCI and the Independent Directors are unable to
            agree on the fee that will be payable to RCI hereunder in respect of
            any calendar year as contemplated in subparagraph 2(b) above, RCI
            shall be paid a monthly fee determined as set forth in clause
            2(b)(iii) above during that year unless and until RCI and the
            Independent Directors otherwise agree.

      (b)   If, in the circumstances described in subparagraph 3(a) above, the
            parties are unable to determine the fee that will be payable to RCI
            hereunder in respect of any month during any calendar year because
            information respecting the percentage increase in the CPI Index
            between January 1 and December 31 of the preceding year (the "CPI
            Information") is not yet available from Statistics Canada, RCI shall
            be paid a monthly fee equal to the monthly fee paid to RCI during
            the preceding year until the CPI Information becomes available,
            following which (i) all further monthly payments made to RCI
            hereunder during the relevant year will be varied in the manner
            contemplated in clause 2(b)(iii) above, and (ii) within 15 days of
            the CPI Information becoming available, RCI shall be paid an
            additional amount sufficient to compensate RCI for the deficiency,
            if any, in the fees theretofore paid to RCI hereunder during that
            year plus interest


<PAGE>
                                     - 8 -


            on the amount of each monthly deficiency calculated from the last
            business day of each relevant month until the date such payment is
            made at a rate per annum equal to the prime rate of The
            Toronto-Dominion Bank during such period, adjusted on a daily basis
            for changes in that rate, plus 2%.

4.    Transitional Provisions

      The parties hereby agree that, effective as of and from January 1991, this
Agreement replaces and supersedes in its entirety the amended and restated
management services agreement (the "Prior Management Agreement") made as of
April 30, 1990 between RCI and RCMI and that, accordingly, all fees payable to
RCI hereunder in respect of the 1991 calendar year shall be calculated and paid
in accordance with the provisions hereof, notwithstanding the actual date of
execution of this Agreement and notwithstanding the provisions of the Prior
Management Agreement.

5.    Identifiable Expenses

      In the event that during the term of this Agreement RCI incurs any
identifiable expenses exclusively to benefit RCMCI or any of its subsidiaries in
respect of the services rendered by RCI hereunder, RCI shall be entitled to
obtain reimbursement from RCMCI of such expenses, together with an
administration charge equal to 15% of the amount of such expenses, upon
providing RCMCI with an invoice setting forth particulars of the expenses for
which RCI is claiming reimbursement hereunder. Such invoices shall be submitted
to RCMCI by RCI on a monthly basis. For greater certainty, the expenses
contemplated in this paragraph 5 shall include, without limitation, travel and
living costs charged in accordance with then applicable policies of RCI.

6.    Additional Services

      From time to time hereafter, RCMCI may submit to RCI a request that RCI
provide to RCMCI or any of its subsidiaries services in addition to those
contemplated in paragraph 1 above. RCI may agree or not agree to provide such
services


<PAGE>
                                     - 9 -


in its sole discretion. In the event that RCI agrees to provide such services in
any circumstance other than as described in paragraph 7 below, RCI shall be
entitled to obtain reimbursement of the cost to RCI of providing these services
(including, without limitation, RCI's internal costs such as the cost to RCI of
its personnel performing the relevant services) together with an administration
charge equal to 15% of the amount of those costs, upon providing RCMCI with an
invoice setting forth particulars of the costs for which RCI is claiming
reimbursement hereunder. Such invoices shall be submitted to RCMCI by RCI on a
monthly basis.

7.    Competitive Bids for Additional Services

      Notwithstanding paragraph 6 above, if at any time during the term of this
Agreement RCMCI or any of its subsidiaries wishes to obtain managerial or other
advisory services in addition to those contemplated in paragraph 1 above and
wishes to obtain competitive bids for the provision of those services, then:

      (a)   RCI shall have the right (but not the obligation) to participate in
            such bidding process on substantially the same terms as all other
            third parties invited to submit bids to RCMCI or its relevant
            subsidiary; and

      (b)   if RCI elects to submit a bid to RCMCI or its relevant subsidiary
            and RCI's bid is technically acceptable to RCMCI or such subsidiary,
            as the case may be, acting reasonably, RCMCI or such subsidiary, as
            the case may be, will be bound to accept RCI's bid unless it is on
            terms and conditions that are materially less advantageous to RCMCI
            or such subsidiary from a financial point of view than other
            technically acceptable bids submitted to RCMCI or such subsidiary in
            accordance with the bidding process established by it.

8.    Payment

      The fees payable to RCI pursuant to paragraphs 2, 3, 7 and 9 and the
invoices submitted to RCMCI by RCI pursuant to paragraphs 5 and 6 above shall be
paid


<PAGE>
                                     - 10 -


on the last business day of each month. Notwithstanding the preceding sentence,
if and to the extent that payment of any of the fees described in paragraph 2,
3, 7 and 9 would result in RCMCI or any of its subsidiaries being in default
under any agreement with a bank or similar lending institution, RCMCI may defer
payment thereof until such time, but only until such time, as the payment would
not result in RCMCI being in default under such agreement. Any payment to be
made to RCI as set forth above that is not paid when due (including, without
limitation, pursuant to the deferment contemplated in the preceding sentence)
shall bear interest from the date such payment is due until the date such
payment is made at a rate per annum equal to the prime rate of The
Toronto-Dominion Bank during such period, adjusted on a daily basis for changes
in that rate, plus 2%.

9.    RCI Guarantees

      From time to time hereafter, RCMCI may submit to RCI a request that RCI
guarantee the obligations of RCMCI or any of its subsidiaries under one or more
credit facilities or in respect of one or more of their other financial
obligations. RCI may agree or not agree to guarantee such obligations in its
sole discretion. In the event that RCI agrees to guarantee any of such
obligations, RCMCI shall pay a monthly guarantee fee to RCI in an amount equal
to 1/12 of 2% of the total amount guaranteed by RCI.

10.   RCI Loans

      From time to time hereafter, RCMCI may submit to RCI a request that RCI or
one of its subsidiaries loan funds to RCMCI or any of its subsidiaries. RCI may
agree or not agree to comply with such a request in its sole discretion. In the
event that RCI agrees to so loan funds to RCMCI or any of its subsidiaries,
either directly or through a subsidiary of RCI, the terms of repayment of the
principal sum advanced shall be as agreed to by RCI and RCMCI or the relevant
subsidiary, as the case may be, at the time of such advance. In the event that
funds so loaned to RCMCI or the relevant subsidiary constitute senior secured
debt (as determined by RCI and RCMCI, acting reasonably, at the time of advance
of funds), the unpaid amount of the principal sum so


<PAGE>
                                     - 11 -


advanced shall bear interest at an annual rate equal to the Cost of Funds of RCI
during the relevant period plus 2%. For the purposes hereof, "Cost of Funds"
means the cost of funds to RCI as quoted to RCI by its bankers as such cost of
funds may fluctuate from time to time, as notified to RCMCI by RCI. All other
loans made to RCMCI or any of its subsidiaries in accordance with this paragraph
10 shall bear interest at a rate determined by RCI and RCMCI at the time of
advance of funds. Interest on amounts so loaned to RCMCI or its subsidiary shall
be paid by RCMCI or that subsidiary, as the case may be, monthly in arrears on
the last business day of each month in Toronto, Ontario. Notwithstanding the
foregoing, this paragraph 10 shall not apply to funds loaned to RCMCI by RCI
pursuant to the provisions of a credit agreement to be entered into between RCI
and RCMCI providing for, among other things, the establishment by RCI of a $100
million revolving credit facility in favour of RCMCL.

11.   Responsibility

      RCI assumes no responsibility to RCMCI hereunder other than as expressly
set forth herein. RCI shall not be liable to RCMCI hereunder except where RCI
has acted in bad faith or has been grossly negligent in the performance of its
obligations hereunder.

12.   Term

      This Agreement shall continue in full force and effect until December 31,
1992 and thereafter shall be automatically renewed for successive terms of one
year each unless either party notifies the other in writing at least six months
before the end of the initial term, or any renewal term then in effect, of its
intention not to have the term extended beyond the initial term or renewal term
then in effect, as the case may be. Rights and obligations of either party
accrued hereunder at the time of termination of this Agreement shall not be
affected by such termination. Notwithstanding the foregoing, this Agreement
shall have no force or effect unless and until it is approved by the Independent
Directors at a meeting duly called for that purpose and a certified copy of


<PAGE>
                                     - 12 -


the resolution of the Independent Directors so approving this Agreement, in a
form acceptable to RCI, acting reasonably, has been provided to RCI.

13.      Notice

      Any notice required or permitted to be given under this Agreement shall be
in writing and shall be given by delivering the same, in the case of RCI to
Suite 2600, Commercial Union Tower, Toronto Dominion Centre, Toronto, Ontario
M5K 1J5, to the attention of Senior Vice President, Finance and in the case of
RCMCI or RCMI to 10 York Mills Road, Toronto, Ontario M2P 2C9, to the attention
of Vice President, Finance. Any notice so given shall be deemed to have been
given or made on the business day on which it is delivered. Either party may
change its address for service from time to time by notice given in accordance
with the foregoing.

14.   Entire Agreement

      This Agreement constitutes the entire agreement between the parties hereto
relating to the subject matter hereof. This Agreement may not be amended or
modified in any way except by the written consent of the parties hereto.

15.   Enurement

      The provisions of this Agreement shall enure to the benefit of and be
binding upon the parties hereto and their respective successors and permitted
assigns. This Agreement may not be assigned by either party without the prior
written consent of the other party.

16.   Additional Assurance

      Each party shall from time to time and at all times hereafter do such
further acts and things and execute such further documents and instruments as
shall reasonably be required in order to fully perform and carry out the terms
of this Agreement.


<PAGE>
                                     - 13 -


17.   Time of Essence

      Time shall be of the essence of this Agreement.

18.   Governing Law

      This Agreement shall be governed by and construed in accordance with the
laws of the Province of Ontario and the federal laws of Canada applicable
therein and the parties hereto hereby irrevocably attorn to the jurisdiction of
the courts of such Province.

      IN WITNESS WHEREOF this Agreement has been executed by the parties hereto
as of the date first above written.



                                   ROGERS COMMUNICATIONS INC.


                                   by
                                       -----------------------------------

                                                                          C.S.
                                       -----------------------------------


                                   ROGERS CANTEL MOBILE COMMUNICATIONS INC.


                                   by
                                       -----------------------------------

                                                                          C.S.
                                       -----------------------------------


                                   ROGERS CANTEL MOBILE INC.


                                   by
                                       -----------------------------------

                                                                          C.S.
                                       -----------------------------------



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.26
<SEQUENCE>27
<FILENAME>t14763exv4w26.txt
<DESCRIPTION>EX-4.26
<TEXT>
<PAGE>


                    MINORITY SHAREHOLDER PROTECTION AGREEMENT

             THIS AGREEMENT made as of the 7th day of August, 1991.


AMONG:

                      ROGERS COMMUNICATIONS INC., a
                      corporation continued under the laws of British Columbia,

                      (hereinafter referred to as "RCI")

                                                              OF THE FIRST PART,

                                      -and-


                      ROGERS CANTEL MOBILE
                      COMMUNICATIONS INC., a corporation
                      continued under the laws of Canada,

                      (hereinafter referred to as "RCMCI")

                                                             OF THE SECOND PART.

         WHEREAS RCI and/or one or more wholly-owned subsidiaries propose to
sell to the public up to 16,100,000 Class B Subordinate Voting Shares of RCMCI
pursuant to a Registration Statement on Form F-l filed with the Securities and
Exchange Commission of the United States and pursuant to a prospectus filed with
securities regulatory authorities of all of the provinces of Canada;

         WHEREAS RCI and RCMCI wish to provide to all holders of Class B
Subordinate Voting Shares of RCMCI, other than RCI and its affiliates and
associates, certain protections currently available to Ontario shareholders
under the Securities Act (Ontario) and applicable policies of the Ontario
Securities Commission;

         NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the
premises and agreements herein contained and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the parties hereto
agree for the benefit of holders of Subordinate Voting Shares, from time to
time, other than RCI, its affiliates and associates, as follows:


INTERPRETATION

         In this Agreement, the following terms shall have the following
meaning:

a.       "Act" means the Securities Act, R.S.O. 1980, c.466, as amended, as in
         effect on the date hereof;

b.       "control block" means the holdings of a person described in paragraph
         1(1)(1l)(iii) of the Act;


<PAGE>

                                     Page 2

c.       "formal valuation" means a valuation prepared by a qualified and
         independent valuer based upon techniques that are appropriate in the
         circumstances subject to the guidelines of paragraph 6.1, after
         considering all relevant assumptions, that arrives at an opinion as to
         a value or range of values for the subject matter of the valuation
         based upon such analysis;

d.       "going private transaction" means an amalgamation, arrangement,
         consolidation or other transaction involving RCMCI as a consequence of
         which the interest of a holder of Subordinate Voting Shares therein may
         be terminated without the consent of that holder and without the
         substitution therefor of an interest of equivalent value in a
         participating security of RCMCI or of a successor to the business of
         RCMCI or of another issuer that controls RCMCI or of the successor to
         the business of RCMCI but does not include the acquisition of
         participating securities pursuant to a statutory right of acquisition;

e.       "independent director" means a director of RCMCI other than (i) a
         director who is an employee of, or an insider, associate or affiliate
         of, an interested party, or has held any such position during the
         previous five years, (ii) a director who may benefit from the
         Transaction in a manner that is different from minority Subordinate
         Voting Shareholders or it is intended that the director should have a
         material interest in RCMCI or the interested party in the event the
         Transaction is successful, or (iii) a director who is an employee of,
         or an insider, associate or affiliate of the independent valuer or any
         affiliate of the independent valuer retained to perform the formal
         valuation for RCMCI or the interested party, or has held any such
         position during the previous five years; provided that in respect of an
         issuer bid, it is the relationship of a director to interested parties
         other than RCMCI that is relevant when determining independence;

f.       "independent valuer" means a valuer independent of the interested
         party, as determined by the independent directors after considering all
         relevant factors, including:

         (i)      the potential, if any, for bias on the part of the valuer as a
                  result of the involvement of the valuer or any of its
                  affiliates in an evaluation, appraisal or review of the
                  financial status of the interested party, RCMCI or their
                  affiliates or associates or as a result of the involvement of
                  the valuer as lead or co-lead underwriter of securities of the
                  interested party or RCMCI during the 24 months preceding the
                  date the valuer was first contacted in respect of the
                  valuation, and

         (ii)     the materiality to the valuer and its affiliates of the
                  financial interest of the valuer and its affiliates in
                  transactions during the 24 months preceding the date the
                  valuer was first contacted in connection with the valuation,
                  in the completion of the subject Transaction or in the future
                  business of RCMCI or an interested party in respect of which
                  an agreement, commitment or understanding exists, in each case
                  involving RCMCI, an interested parry or their affiliates or
                  associates;

         and excludes:

         (a)      an insider, associate or affiliate of an interested party;

         (b)      an adviser to an interested party in respect of the subject
                  Transaction;

         (c)      a valuer, where the compensation of the valuer or any of its
                  affiliates depends in whole or in part on any arrangement or
                  understanding which gives the valuer or any of its affiliates
                  a financial incentive in respect of the conclusions reached in
                  the formal valuation or the outcome of the Transaction; and

         (d)      the auditor of RCMCI or of any interested party or any
                  affiliate of such auditor,

<PAGE>


                                     Page 3

g.       "insider" means in respect of a person:

         (i)      every director or senior officer of the person;

         (ii)     every director or senior officer of a company that is itself
                  an insider or subsidiary of the person;

         (iii)    any person or company who beneficially owns, directly or
                  indirectly, voting securities of the person or who exercises
                  control or direction over voting securities of the person or a
                  combination of both carrying more than 10 per cent of the
                  voting rights attached to all voting securities of the person
                  for the time being outstanding other than voting securities
                  held by the person or company as underwriter in the course of
                  a distribution; and

         (iv)     the person, where it has purchased, redeemed or otherwise
                  acquired any of its securities, for so long as it holds any of
                  its securities;

h.       "insider bid" means a take over bid for the Subordinate Voting Shares
         made by RCI, by a subsidiary of RCI, or by an offeror acting jointly or
         in concert with any of the foregoing while RCI or any affiliate is an
         insider of RCMCI, but, for greater certainty, does not include an
         issuer bid;

         i.       "interested party" means

                  (i)      in respect of an insider bid, the offerer,

                  (ii)     in respect of an issuer bid,

                           (a)      the offeror; or

                           (b)      any person or company which will, consequent
                                    upon the issuer bid, be entitled to a per
                                    security consideration greater in value than
                                    that available to other holders of
                                    Subordinate Voting Shares; or

                           (c)      any person or company which, alone or in
                                    combination with others, holds or would hold
                                    upon completion of the issuer bid a
                                    sufficient number of securities of the
                                    issuer to affect materially the control of
                                    RCMCI, other than a person or company which
                                    affects materially the control of RCMCI
                                    solely because the person or company is a
                                    lender of a bona fide debt negotiated at
                                    arm's length and holds securities as
                                    collateral for that debt;

                  (iii)    in respect of a going private transaction,

                           (a)      any person or company which will, consequent
                                    upon the transaction, be entitled to receive
                                    (1) a per security consideration greater
                                    than that available to other holders of
                                    Subordinate Voting Shares or (2) a per
                                    security consideration which includes an
                                    interest in a participating security of
                                    RCMCI or of a successor to the business of
                                    RCMCI or of another issuer that controls the
                                    issuer or the successor to the business of
                                    RCMCI which other holders of Subordinate
                                    Voting Shares are not entitled to receive;
                                    or

                           (b)      any person or company which, alone or in
                                    combination with others, holds or would hold
                                    upon completion of the transaction a
                                    sufficient number of securities of RCMCI to
                                    affect materially the control of RCMCI and
                                    which,


<PAGE>

                                     Page 4

                                    prior to distribution of the relevant
                                    disclosure material to security holders,
                                    entered into or has agreed to enter into an
                                    understanding to support the transaction;


j.       "issuer bid" means an issuer bid, as defined in the Act, for
         Subordinate Voting Shares, without reference to the jurisdiction in
         which an offeree shareholder is resident or is shown on the books of
         RCMCI, but shall exclude any issuer bid which is exempt from sections
         94, 95, 96, 97 and 99 of the Act;

k.       "jointly or in concert" shall have the same meaning as in the Act and
         includes an agreement, commitment or understanding between an offeror
         and RCI or a subsidiary that RCI or such subsidiary shall not tender
         into an offer or provides RCI or a subsidiary with an opportunity not
         offered to all holders of Subordinate Voting Shares to maintain a
         direct equity interest in the offeror, RCMCI or a material asset of
         RCMCI;


l.       "minority approval" means the proportion specified below of the votes
         cast by holders of Subordinate Voting Shares present or represented at
         a meeting which is required to be cast in favour of a going private
         transaction after excluding the votes which, to the knowledge of any of
         RCMCI, an interested party or any of their respective directors or
         senior officers, after reasonable inquiry, attach to Subordinate Voting
         Shares which are held, or are beneficially owned or over which control
         or direction is exercised, directly or indirectly, by

         (i)      RCMCI,

         (ii)     any interested party,

         (iii)    any person or company that is a related party of an interested
                  party at the time the minority approval is sought,

         (iv)     any person or company acting jointly or in concert with any
                  person referred to in clause (ii) or (iii) in respect of the
                  going private transaction, and

         (v)      any affiliate of any of the foregoing;

                  and

                  where


                  (i)      the consideration to be received by a holder of RCMCI
                           Restricted Voting Shares is payable wholly or partly
                           other than in cash or a right to receive cash within
                           35 days after the approval of the going private
                           transaction, or

                  (ii)     payable entirely in cash and is less in amount than
                           the per share value or the simple average of the high
                           and low ends of the range of per share values arrived
                           at by the formal valuation.

                  (b)      in all other cases, be the proportion of votes to be
                           included in the minority approval shall be a simple
                           majority.

m.       "minority" Subordinate Voting Shareholders" means the security holders
         whose votes could be included in the determination of minority approval
         if cast in favour of the going private transaction;


<PAGE>

                                     Page 5



n.       "offeror" means a person or company who makes an insider bid or an
         issuer bid;

o.       "Regulation" means the regulation made under the Act, R.R.O. 1980, Reg.
         910, as amended, as in effect on the date hereof;

p.       "related party" in respect of RCMCI or an interested party, as the case
         may be, means a person or company which at the relevant time is, to
         the knowledge of RCMCI or interested party, or any of its directors or
         senior officers, after reasonable inquiry,

         (i)      a person or company which alone or in combination with others
                  holds a sufficient number of securities or has contractual
                  rights sufficient to affect materially the control of RCMCI or
                  the interested party;

         (ii)     a person or company in respect of which a person or company
                  referred to in clause (i) alone or in combination with others
                  holds a sufficient number of securities or has contractual
                  rights sufficient to affect materially its control;

         (iii)    a person or company in respect of which RCMCI or the
                  interested party alone or in combination with others holds a
                  sufficient number of securities or has contractual rights
                  sufficient to affect materially its control;

         (iv)     a person or company who beneficially owns, directly or
                  indirectly, voting securities of RCMCI or the interested party
                  or who exercises control or direction over voting securities
                  of RCMCI or the interested party or a combination of both
                  carrying more than 10 per cent of the voting rights attached
                  to all voting securities of RCMCI or the interested party for
                  the time being outstanding;

         (v)      a director or senior officer of RCMCI, the interested party or
                  a related party of either of them; or

         (vi)     an affiliate of any of the foregoing;

         but does not include a person or company which affects materially the
         control of RCMCI or the interested party, as the case may be, solely
         because the person or company is a lender of a bona fide debt
         negotiated at arm's length and holds securities as collateral for that
         debt;

q.       "statutory appraisal remedy" means the right of appraisal described in
         section 190 of the Canada Business Corporations Act, as it may be
         amended or substituted, or any other similar remedy under any other
         statute under which RCMCI may be continued, amalgamated or
         incorporated;

r.       "statutory right of acquisition" means the right of acquisition
         described in subsection 206(2) of the Canada Business Corporations Act,
         as it may be amended or substituted, or a similar right under any other
         statute under which RCMCI may be continued, amalgamated or
         incorporated;

s.       "Subordinate Voting Shares" means the Class B Subordinate Voting Share
         of RCMCI from time to time outstanding or as they may be redesignated
         and any securities into which the Class B Subordinate Voting Shares of
         RCMCI are subdivided, consolidated, converted or exchanged;


t.       "take over bid" shall have the same meaning as in the Act, without
         reference to the jurisdiction in which an offeree shareholder is
         resident or is shown on the books of RCMCI, but shall exclude any take
         over bid which is exempt from sections 94 to 99 of the Act;
<PAGE>
                                     Page 6



u.       "Transaction" means an issuer bid, insider bid or going private
         transaction subject to the terms of this Agreement;

v.       "value" means fair market value determined in accordance with section
         6.1;

w.       The terms "affiliate", "associate", "director", "participating
         security", "senior officer", "subsidiary" shall have the same meanings
         as in the Act or the Regulation, as the case may be.

INSIDER BIDS

1.1      RCI shall cause to be prepared a formal valuation in respect of an
         insider bid at the expense of RCI or such other person who is the
         offeror.

1.2      The formal valuation referred to in paragraph 1.1 must be prepared
         under the supervision of a committee of independent directors delegated
         by the board of directors of RCMCI to review the insider bid unless (i)
         the insider bid is being made without the prior knowledge of the
         directors of the RCMCI who are not insiders of or acting jointly or in
         concert with the offeror, or (ii) upon informing the independent
         directors of RCMCI of the proposed insider bid, the offeror has a
         reasonable basis for concluding that the insider bid is being regarded
         as a hostile bid by a majority of these independent directors.

1.3      RCI shall, or shall cause any offeror making an insider bid to, offer
         for each Subordinate Voting Share subject to the insider bid
         consideration having a value (or where such consideration is not
         payable entirely in cash, the mid point of the range of values arrived
         at in the formal valuation for such consideration, if applicable) of at
         least 66 2/3% of the value, or of the mid point of the range of values,
         arrived at in the formal valuation for such Subordinate Voting Shares.

ISSUER BIDS

2.1      RCMCI shall prepare a formal valuation at its expense in connection
         with an issuer bid.

2.2      The formal valuation referred to in paragraph 2.1 must be prepared
         under the supervision of a committee of independent directors delegated
         by the board of directors of RCMCI to review the issuer bid.

2.3      RCMCI shall offer for each Subordinate Voting Share subject to an
         issuer bid consideration having a value (or where the consideration is
         not payable entirely in cash, the mid point of the range of values
         determined in the formal valuation for such consideration, if
         applicable) of at least 66 2/3% of the value, or of the mid point of
         the range of values, arrived at in the formal valuation for such
         Subordinate Voting Shares.

GOING PRIVATE TRANSACTIONS

3.1      RCMCI shall cause to be prepared a formal valuation of the Subordinate
         Voting Shares in respect of any going private transaction in respect of
         which RCI or any insider, affiliate or associate thereof is an
         interested party.

<PAGE>
                                     Page 7

3.2      The formal valuation referred to in paragraph 3.1 must be prepared
         under the supervision of a committee of independent directors delegated
         by the board of directors of RCMCI to review the going private
         transaction.

3.3      Any going private transaction in respect of which RCI or any insider,
         affiliate or associate thereof is an interested party shall be subject
         to minority approval; provided that minority approval shall not be
         required if at the time of a going private transaction described in
         paragraph 3.1 is initiated, RCI, or any affiliate thereof, jointly or
         severally hold 90% or more of the Subordinate Voting Shares and a
         statutory appraisal remedy is available to the minority Subordinate
         Voting Shareholders is available in respect of such going private
         transaction.

3.4      RCMCI shall only enter into a going private transaction if the
         consideration to be paid for the Subordinate Voting Shares in such
         going private transaction has a value (or where the consideration is
         not payable entirely in cash, the mid point of the range of values
         determined in the formal valuation for such consideration, if
         applicable) equal to at least the value, or the low point of the range
         of values, arrived at in the formal valuation for the Subordinate
         Voting Shares.

3.5      Where an amalgamation, arrangement, consolidation or other transaction
         would be a going private transaction but for the fact that the interest
         of minority Subordinate Voting Shareholders in the Subordinate Voting
         Shares is to be substituted for an interest of equivalent value in a
         participating security of RCMCI, or of a successor to the business of
         RCMCI or of another issuer that controls RCMCI or the successor to the
         business of RCMCI, RCMCI shall obtain and disclose to the minority
         Subordinate Voting Shareholders a formal valuation; provided that this
         section shall not apply where the net assets of RCMCI would constitute
         90% or more of the consolidated net assets of the issuer in which a
         minority Subordinate Voting Shareholder is to receive a substituted
         interest, as determined by the board of directors of RCMCI.

INDEPENDENT COMMITTEE

4.1      Every issuer bid, insider bid and going private transaction will be
         reviewed by a committee of at least two independent directors.

4.2      The committee of independent directors referred to in paragraph 4.1
         above shall report to the board of directors and shall be involved in
         carrying out any negotiations between RCMCI and any interested party in
         respect of a Transaction.

4.3      The committee of independent directors which reviews an issuer bid,
         insider bid or going private transaction in accordance with the terms
         of this Agreement shall be responsible for selecting and retaining the
         independent valuer for the purposes of providing the formal valuation
         required hereunder.

BOARD OF DIRECTORS

5.1      The directors of RCMCI shall disclose their reasonable beliefs as to
         the desirability or fairness of the Transaction to shareholders of
         RCMCI.



<PAGE>
                                     Page 8

FORMAL VALUATION


6.1      The committee of independent directors which reviews a Transaction
         shall advise the independent valuer retained in respect of the
         Transaction that the formal valuation should be prepared in accordance
         with the following requirements:

         (i)      A formal valuation must value the Subordinate Voting Shares
                  and the value of the consideration being offered to holders of
                  Subordinate Voting Shares in respect of the Transaction;

         (ii)     A formal valuation shall be as of a date that is not more than
                  120 days before the date of the Transaction and shall contain
                  appropriate adjustments for material intervening events;

         (iii)    In arriving at an opinion as to the value or range of values
                  for the subject matter of the formal valuation, regard should
                  be had to the application of each valuation approach which is
                  appropriate in the circumstances;

         (iv)     Where relevant data is available, consideration should be
                  given to market factors such as recent purchases or sales of
                  comparable companies, assets, securities or liabilities,
                  market price earnings ratios and market yields. If the
                  Transaction is considered in relation to purchases or sales of
                  control positions of comparable companies or comparable assets
                  or premiums paid in similar transactions, these transactions
                  should be specifically identified and discussed;

         (v)      No downward adjustment should be made to the formal valuation
                  of the subject matter of the formal valuation to reflect the
                  liquidity of the subject matter, the effect of the Transaction
                  or the fact that the subject matter does not form part of a
                  controlling interest;

         (vi)     Where there is a statutory appraisal remedy available to
                  holders of Subordinate Voting Shares in respect of the
                  Transaction pursuant to which they have a right to be paid
                  "fair value" as referred to under the applicable statute, the
                  valuer should consider and disclose its view as to whether
                  "fair value" may be different from the value on which it is
                  opining;

         (vii)    A summary of the formal valuation must be included in the
                  material provided to holders of Subordinate Voting Shares in
                  connection with the Transaction; and

         (viii)   A formal valuation shall be based upon techniques that are
                  appropriate under the circumstances, after considering going
                  concern or liquidation assumptions or both, together with
                  other relevant assumptions, and shall not be less than the
                  higher of going-concern value or liquidation value.


LISTING OR QUOTATION

7.1      RCMCI undertakes to take all steps reasonably necessary to ensure that
         the Subordinate Voting Shares remain;

         (i)      quoted on the NASDAQ National Market System or otherwise
                  listed and posted for trading on a stock exchange in the
                  United States; and

         (ii)     listed and posted for trading on a stock exchange in Canada;



<PAGE>


                                     Page 9

7.2      RCMCI shall not be subject to the requirements of paragraph 7.1 of this
         Agreement if RCMCI no longer meets the minimum listing requirements of
         the NASDAQ National Market System or of the stock exchanges described
         in paragraph 7.1 of this Agreement, as the case may be, as a result of
         a Transaction completed in accordance with the terms of this Agreement.

VALUATION EXEMPTION

8.1      The requirement to obtain a formal valuation of the Subordinate Voting
         Shares as described in paragraphs 1.1, 2.1 and 3.1 of the Agreement
         does not apply in respect of a Transaction where the price to be
         offered to minority Subordinate Voting Shareholders was arrived at
         within the twelve months immediately preceding the date of the
         announcement of the subject Transaction through an arm's length
         transaction or negotiation with a selling minority Subordinate Voting
         Shareholder of a control block of Subordinate Voting Shares or a
         selling minority Subordinate Voting Shareholder of a sizeable block of
         Subordinate Voting Shares where such minority Subordinate Voting
         Shareholder had full knowledge and access to information concerning
         RCMCI such that the underlying value of RCMCI was a material factor
         considered by such Subordinate Voting Shareholder in arriving at the
         price.

ELECTION OF DIRECTORS

9.1      RCI agrees that as long as it owns, directly or indirectly, or
         exercises control or direction over shares of the Company to which are
         attached more than 50% of the votes attaching to all shares of the
         Company, it will refrain from voting the Subordinate Voting Shares it
         holds or controls in connection with the election of directors pursuant
         to a class vote of the Subordinate Voting Shares provided for in the
         articles of the Company. RCI agrees that if it owns any Subordinated
         Voting Shares it will attend, or if it controls any other holder of
         Subordinate Voting Shares it will cause such person to attend, any such
         meeting of the holders of Subordinate Voting Shares so as to be counted
         in the number of shareholders present at the meeting for the purpose of
         determining any quorum thereof.

GENERAL

10.1     The provisions of this Agreement are in addition to and not in
         substitution to any requirements under applicable laws and to the
         extent the provisions of this Agreement cannot be carried out in
         compliance with the requirements of applicable laws, the requirements
         of applicable laws shall apply.

10.2     This Agreement may not be amended or waived without the prior approval
         of a majority of the holders of Subordinate Voting Shares, excluding
         affiliates of RCMCI, which approval shall be given by resolution
         approved by the majority of the votes cast by holders of Subordinate
         Voting Shares present or represented at a meeting thereof, excluding
         the votes of any holder who is an affiliate of RCMCI.

10.3     The provisions of this Agreement shall only come into effect
         contemporaneously with the issuance of Subordinate Voting Shares to the
         Underwriters pursuant to the prospectus of RCMCI to be dated on or
         about August 8, 1991.

10.4     This Agreement shall be governed by and construed in accordance with
         the laws of the Province of Ontario and the parties hereto irrevocably
         attorn to the non-exclusive jurisdiction of the courts of Ontario.

10.5     This Agreement shall enure to the benefit of and be binding upon the
         parties hereto and their respective successors and assigns, as
         applicable. In addition, it is expressly acknowledged and agreed that
         the rights and obligations of the parties hereto are for the express
         benefit of the holders of Subordinate Voting Shares, from time to time,
         other than RCI, its affiliates and associates, and each of RCI and
         RCMCI agrees that it shall hold all


<PAGE>
                                     Page 10


        rights remedies, claims and causes of action arising hereunder in trust
        for the benefit of such holders of Subordinate Voting Shares. All or any
        of the rights conferred upon such holders of Subordinate Voting Shares
        hereunder may be enforced by such holders by appropriate legal
        proceedings, but without prejudice to the right of either party hereto
        to proceed in its own name to enforce the provisions hereof for its
        benefit and for the benefit of such holders of Subordinate Voting
        Shares.


         IN WITNESS WHEREOF the parties hereto have executed this Agreement as
of the date first above written.


                                   ROGERS COMMUNICATIONS INC.

                                   PER:
                                        ---------------------------------- c/s
                                   PER:
                                        ---------------------------------- c/s


                                   ROGERS CANTEL MOBILE
                                   COMMUNICATIONS INC.


                                   PER:
                                        ---------------------------------- c/s
                                   PER:
                                        ---------------------------------- c/s

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.27
<SEQUENCE>28
<FILENAME>t14763exv4w27.txt
<DESCRIPTION>EX-4.27
<TEXT>
<PAGE>
Canada Business Corporations Act

                         Part XV -- Fundamental Changes


190. (1) RIGHT TO DISSENT -- Subject to sections 191 and 241, a holder of shares
of any class of a corporation may dissent if the corporation is subject to an
order under paragraph 192(4)(d) that affects the holder or if the corporation
resolves to

     (a) amend its articles under section 173 or 174 to add, change or remove
     any provisions restricting or constraining the issue, transfer or ownership
     of shares of that class;
     (b) amend its articles under section 173 to add, change or remove any
     restriction on the business or businesses that the corporation may carry
     on;
     (c) amalgamate otherwise than under section 184;
     (d) be continued under section 188;
     (e) sell, lease or exchange all or substantially all its property under
     subsection 189(3); or
     (f) carry out a going-private transaction or a squeeze-out transaction.

(2) FURTHER RIGHT -- A holder of shares of any class or series of shares
entitled to vote under section 176 may dissent if the corporation resolves to
amend its articles in a manner described in that section.


(2.1) IF ONE CLASS OF SHARES -- The right to dissent described in subsection (2)
applies even if there is only one class of shares.


(3) PAYMENT FOR SHARES -- In addition to any other right the shareholder may
have, but subject to subsection (26), a shareholder who complies with this
section is entitled, when the action approved by the resolution from which the
shareholder dissents or an order made under subsection 192(4) becomes effective,
to be paid by the corporation the fair value of the shares in respect of which
the shareholder dissents, determined as of the close of business on the day
before the resolution was adopted or the order was made.


(4) NO PARTIAL DISSENT -- A dissenting shareholder may only claim under this
section with respect to all the shares of a class held on behalf of any one
beneficial owner and registered in the name of the dissenting shareholder.


(5) OBJECTION -- A dissenting shareholder shall send to the corporation, at or
before any meeting of shareholders at which a resolution referred to in
subsection (1) or (2) is to be voted on, a written objection to the resolution,
unless the corporation did not give notice to the shareholder of the purpose of
the meeting and of their right to dissent.


(6) NOTICE OF RESOLUTION -- The corporation shall, within ten days after the
shareholders adopt the resolution, send to each shareholder who has filed the
objection referred to in subsection (5) notice that the resolution has been
adopted, but such notice is not required to be sent to any shareholder who voted
for the resolution or who has withdrawn their objection.


(7) DEMAND FOR PAYMENT -- A dissenting shareholder shall, within twenty days
after receiving a notice under subsection (6) or, if the shareholder does not
receive such notice,
<PAGE>
within twenty days after learning that the resolution has
been adopted, send to the corporation a written notice containing

     (a) the shareholder's name and address;
     (b) the number and class of shares in respect of which the shareholder
     dissents; and
     (c) a demand for payment of the fair value of such shares.

(8) SHARE CERTIFICATE -- A dissenting shareholder shall, within thirty days
after sending a notice under subsection (7), send the certificates representing
the shares in respect of which the shareholder dissents to the corporation or
its transfer agent.

(9) FORFEITURE -- A dissenting shareholder who fails to comply with subsection
(8) has no right to make a claim under this section.

(10) ENDORSING CERTIFICATE -- A corporation or its transfer agent shall endorse
on any share certificate received under subsection (8) a notice that the holder
is a dissenting shareholder under this section and shall forthwith return the
share certificates to the dissenting shareholder.

(11) SUSPENSION OF RIGHTS -- On sending a notice under subsection (7), a
dissenting shareholder ceases to have any rights as a shareholder other than to
be paid the fair value of their shares as determined under this section except
where

     (a) the shareholder withdraws that notice before the corporation makes an
     offer under subsection (12),
     (b) the corporation fails to make an offer in accordance with subsection
     (12) and the shareholder withdraws the notice, or
     (c) the directors revoke a resolution to amend the articles under
     subsection 173(2) or 174(5), terminate an amalgamation agreement under
     subsection 183(6) or an application for continuance under subsection
     188(6), or abandon a sale, lease or exchange under subsection 189(9),

in which case the shareholder's rights are reinstated as of the date the notice
was sent.

(12) OFFER TO PAY -- A corporation shall, not later than seven days after the
later of the day on which the action approved by the resolution is effective or
the day the corporation received the notice referred to in subsection (7), send
to each dissenting shareholder who has sent such notice

     (a) a written offer to pay for their shares in an amount considered by the
     directors of the corporation to be the fair value, accompanied by a
     statement showing how the fair value was determined; or

     (b) if subsection (26) applies, a notification that it is unable lawfully
     to pay dissenting shareholders for their shares.

(13) SAME TERMS -- Every offer made under subsection (12) for shares of the same
class or series shall be on the same terms.

(14) PAYMENT -- Subject to subsection (26), a corporation shall pay for the
shares of a dissenting shareholder within ten days after an offer made under
subsection (12) has been accepted, but any such offer lapses if the corporation
does not receive an acceptance thereof within thirty days after the offer has
been made.


                                       2
<PAGE>


(15) CORPORATION MAY APPLY TO COURT -- Where a corporation fails to make an
offer under subsection (12), or if a dissenting shareholder fails to accept an
offer, the corporation may, within fifty days after the action approved by the
resolution is effective or within such further period as a court may allow,
apply to a court to fix a fair value for the shares of any dissenting
shareholder.

(16) SHAREHOLDER APPLICATION TO COURT -- If a corporation fails to apply to a
court under subsection (15), a dissenting shareholder may apply to a court for
the same purpose within a further period of twenty days or within such further
period as a court may allow.

(17) VENUE -- An application under subsection (15) or (16) shall be made to a
court having jurisdiction in the place where the corporation has its registered
office or in the province where the dissenting shareholder resides if the
corporation carries on business in that province.

(18) NO SECURITY FOR COSTS -- A dissenting shareholder is not required to give
security for costs in an application made under subsection (15) or (16).

(19) PARTIES -- On an application to a court under subsection (15) or (16),

     (a) all dissenting shareholders whose shares have not been purchased by the
     corporation shall be joined as parties and are bound by the decision of the
     court; and
     (b) the corporation shall notify each affected dissenting shareholder of
     the date, place and consequences of the application and of their right to
     appear and be heard in person or by counsel.

(20) POWERS OF COURT -- On an application to a court under subsection (15) or
(16), the court may determine whether any other person is a dissenting
shareholder who should be joined as a party, and the court shall then fix a fair
value for the shares of all dissenting shareholders.

(21) APPRAISERS -- A court may in its discretion appoint one or more appraisers
to assist the court to fix a fair value for the shares of the dissenting
shareholders.

(22) FINAL ORDER -- The final order of a court shall be rendered against the
corporation in favour of each dissenting shareholder and for the amount of the
shares as fixed by the court.

(23) INTEREST -- A court may in its discretion allow a reasonable rate of
interest on the amount payable to each dissenting shareholder from the date the
action approved by the resolution is effective until the date of payment.

(24) NOTICE THAT SUBSECTION (26) APPLIES -- If subsection (26) applies, the
corporation shall, within ten days after the pronouncement of an order under
subsection (22), notify each dissenting shareholder that it is unable lawfully
to pay dissenting shareholders for their shares.



                                       3
<PAGE>

(25) EFFECT WHERE SUBSECTION (26) APPLIES -- If subsection (26) applies, a
dissenting shareholder, by written notice delivered to the corporation within
thirty days after receiving a notice under subsection (24), may

     (a) withdraw their notice of dissent, in which case the corporation is
     deemed to consent to the withdrawal and the shareholder is reinstated to
     their full rights as a shareholder; or
     (b) retain a status as a claimant against the corporation, to be paid as
     soon as the corporation is lawfully able to do so or, in a liquidation, to
     be ranked subordinate to the rights of creditors of the corporation but in
     priority to its shareholders.

(26) LIMITATION -- A corporation shall not make a payment to a dissenting
shareholder under this section if there are reasonable grounds for believing
that

     (a) the corporation is or would after the payment be unable to pay its
     liabilities as they become due; or
     (b) the realizable value of the corporation's assets would thereby be less
     than the aggregate of its liabilities.



                                       4
<PAGE>


Canada Business Corporations Act

               Part XVII -- Compulsory And Compelled Acquisitions


206. (1) DEFINITIONS -- The definitions in this subsection apply in this Part.


"DISSENTING OFFEREE" means, where a take-over bid is made for all the shares of
a class of shares, a holder of a share of that class who does not accept the
take-over bid and includes a subsequent holder of that share who acquires it
from the first mentioned holder; ("Pollicite dissident")

"OFFER" includes an invitation to make an offer. ("Pollicitation")

"OFFEREE" means a person to whom a take-over bid is made. ("Pollicite")

"OFFEREE CORPORATION" means a distributing corporation whose shares are the
object of a take-over bid. ("Societe pollicitee")

"OFFEROR" means a person, other than an agent, who makes a take-over bid, and
includes two or more persons who, directly or indirectly,

     (a) make take-over bids jointly or in concert; or
     (b) intend to exercise jointly or in concert voting rights attached to
     shares for which a take-over bid is made. ("Pollicitant")

"SHARE" means a share, with or without voting rights, and includes

     (a) a security currently convertible into such a share; and
     (b) currently exercisable options and rights to acquire such a share or
     such a convertible security. ("action")

"TAKE-OVER BID" means an offer made by an offeror to shareholders of a
distributing corporation at approximately the same time to acquire all of the
shares of a class of issued shares, and includes an offer made by a distributing
corporation to repurchase all of the shares of a class of its shares. ("offre
d'achat visant a la mainmise")

(2) RIGHT TO ACQUIRE -- If within one hundred and twenty days after the date of
a take-over bid the bid is accepted by the holders of not less than ninety per
cent of the shares of any class of shares to which the take-over bid relates,
other than shares held at the date of the take-over bid by or on behalf of the
offeror or an affiliate or associate of the offeror, the offeror is entitled, on
complying with this section, to acquire the shares held by the dissenting
offerees.

(3) NOTICE -- An offeror may acquire shares held by a dissenting offeree by
sending by registered mail within sixty days after the date of termination of
the take-over bid and in any event within one hundred and eighty days after the
date of the take-over bid, an offeror's notice to each dissenting offeree and to
the Director stating that

     (a) the offerees holding not less than ninety per cent of the shares to
     which the bid relates accepted the take-over bid;
     (b) the offeror is bound to take up and pay for or has taken up and paid
     for the shares of the offerees who accepted the take-over bid;
     (c) a dissenting offeree is required to elect


                                       5
<PAGE>

          (i) to transfer their shares to the offeror on the terms on which the
          offeror acquired the shares of the offerees who accepted the take-over
          bid, or

          (ii) to demand payment of the fair value of the shares in accordance
          with subsections (9) to (18) by notifying the offeror within twenty
          days after receiving the offeror's notice;

     (d) a dissenting offeree who does not notify the offeror in accordance with
     subparagraph (5)(b)(ii) is deemed to have elected to transfer the shares to
     the offeror on the same terms that the offeror acquired the shares from the
     offerees who accepted the take-over bid; and

     (e) a dissenting offeree must send their shares to which the take-over bid
     relates to the offeree corporation within twenty days after receiving the
     offeror's notice.

(4) NOTICE OF ADVERSE CLAIM -- Concurrently with sending the offeror's notice
under subsection (3), the offeror shall send to the offeree corporation a notice
of adverse claim in accordance with section 78 with respect to each share held
by a dissenting offeree.

(5) SHARE CERTIFICATE -- A dissenting offeree to whom an offeror's notice is
sent under subsection (3) shall, within twenty days after receiving the notice,

     (a) send the share certificates of the class of shares to which the
     take-over bid relates to the offeree corporation; and
     (b) elect
          (i) to transfer the shares to the offeror on the terms on which the
          offeror acquired the shares of the offerees who accepted the take-over
          bid, or
          (ii) to demand payment of the fair value of the shares in accordance
          with subsections (9) to (18) by notifying the offeror within those
          twenty days.

(5.1) DEEMED ELECTION -- A dissenting offeree who does not notify the offeror in
accordance with subparagraph (5)(b)(ii) is deemed to have elected to transfer
the shares to the offeror on the same terms on which the offeror acquired the
shares from the offerees who accepted the take-over bid.

(6) PAYMENT -- Within twenty days after the offeror sends an offeror's notice
under subsection (3), the offeror shall pay or transfer to the offeree
corporation the amount of money or other consideration that the offeror would
have had to pay or transfer to a dissenting offeree if the dissenting offeree
had elected to accept the take-over bid under subparagraph (5)(b)(i).

(7) CONSIDERATION -- The offeree corporation is deemed to hold in trust for the
dissenting shareholders the money or other consideration it receives under
subsection (6), and the offeree corporation shall deposit the money in a
separate account in a bank or other body corporate any of whose deposits are
insured by the Canada Deposit Insurance Corporation or guaranteed by the Quebec
Deposit Insurance Board, and shall place the other consideration in the custody
of a bank or such other body corporate.

(7.1) WHEN CORPORATION IS OFFEROR -- A corporation that is an offeror making a
take-over bid to repurchase all of the shares of a class of its shares is deemed
to hold in trust for the dissenting shareholders the money and other
consideration that it would have had to pay or transfer to a dissenting offeree
if the dissenting offeree had elected to accept the


                                       6
<PAGE>

take-over bid under subparagraph (5)(b)(i), and the corporation shall, within
twenty days after a notice is sent under subsection (3), deposit the money in a
separate account in a bank or other body corporate any of whose deposits are
insured by the Canada Deposit Insurance Corporation or guaranteed by the Quebec
Deposit Insurance Board, and shall place the other consideration in the custody
of a bank or such other body corporate.


(8) DUTY OF OFFEREE CORPORATION -- Within thirty days after the offeror sends a
notice under subsection (3), the offeree corporation shall

     (a) if the payment or transfer required by subsection (6) is made, issue to
     the offeror a share certificate in respect of the shares that were held by
     dissenting offerees;
     (b) give to each dissenting offeree who elects to accept the take-over bid
     terms under subparagraph (5)(b)(i) and who sends share certificates as
     required by paragraph (5)(a) the money or other consideration to which the
     offeree is entitled, disregarding fractional shares, which may be paid for
     in money; and
     (c) if the payment or transfer required by subsection (6) is made and the
     money or other consideration is deposited as required by subsection (7) or
     (7.1), send to each dissenting shareholder who has not sent share
     certificates as required by paragraph (5)(a) a notice stating that
          (i) the dissenting shareholder's shares have been cancelled,
          (ii) the offeree corporation or some designated person holds in trust
          for the dissenting shareholder the money or other consideration to
          which that shareholder is entitled as payment for or in exchange for
          the shares, and
          (iii) the offeree corporation will, subject to subsections (9) to
          (18), send that money or other consideration to that shareholder
          without delay after receiving the shares.

(9) APPLICATION TO COURT -- If a dissenting offeree has elected to demand
payment of the fair value of the shares under subparagraph (5)(b)(ii), the
offeror may, within twenty days after it has paid the money or transferred the
other consideration under subsection (6), apply to a court to fix the fair value
of the shares of that dissenting offeree.

(10) IDEM -- If an offeror fails to apply to a court under subsection (9), a
dissenting offeree may apply to a court for the same purpose within a further
period of twenty days.

(11) STATUS OF DISSENTER IF NO COURT APPLICATION -- Where no application is made
to a court under subsection (10) within the period set out in that subsection, a
dissenting offeree is deemed to have elected to transfer their shares to the
offeror on the same terms that the offeror acquired the shares from the offerees
who accepted the take-over bid.

(12) VENUE -- An application under subsection (9) or (10) shall be made to a
court having jurisdiction in the place where the corporation has its registered
office or in the province where the dissenting offeree resides if the
corporation carries on business in that province.

(13) NO SECURITY FOR COSTS -- A dissenting offeree is not required to give
security for costs in an application made under subsection (9) or (10).

(14) PARTIES -- On an application under subsection (9) or (10)



                                       7
<PAGE>

     (a) all dissenting offerees referred to in subparagraph (5)(b)(ii) whose
     shares have not been acquired by the offeror shall be joined as parties and
     are bound by the decision of the court; and
     (b) the offeror shall notify each affected dissenting offeree of the date,
     place and consequences of the application and of their right to appear and
     be heard in person or by counsel.

(15) POWERS OF COURT -- On an application to a court under subsection (9) or
(10), the court may determine whether any other person is a dissenting offeree
who should be joined as a party, and the court shall then fix a fair value for
the shares of all dissenting offerees.

(16) APPRAISERS -- A court may in its discretion appoint one or more appraisers
to assist the court to fix a fair value for the shares of a dissenting offeree.

(17) FINAL ORDER -- The final order of the court shall be made against the
offeror in favour of each dissenting offeree and for the amount for the shares
as fixed by the court.

(18) ADDITIONAL POWERS -- In connection with proceedings under this section, a
court may make any order it thinks fit and, without limiting the generality of
the foregoing, it may

     (a) fix the amount of money or other consideration that is required to be
     held in trust under subsection (7) or (7.1);
     (b) order that that money or other consideration be held in trust by a
     person other than the offeree corporation;
     (c) allow a reasonable rate of interest on the amount payable to each
     dissenting offeree from the date they send or deliver their share
     certificates under subsection (5) until the date of payment; and
     (d) order that any money payable to a shareholder who cannot be found be
     paid to the Receiver General and subsection 227(3) applies in respect
     thereof.


                                       8





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>29
<FILENAME>t14763exv5w1.txt
<DESCRIPTION>EX-5.1
<TEXT>
<PAGE>

            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors
Rogers Communications Inc.

We consent to the use of our audit report dated January 28, 2004, except as to
note 23, which is as of November 19, 2004, on the consolidated balance sheets
of Rogers Communications Inc. as at December 31, 2003 and 2002, and the
consolidated statements of income, deficit and cash flows for each of the years
in the two-year period ended December 31, 2003 incorporated by reference herein.

/s/ KPMG LLP

Chartered Accountants

Toronto, Canada
November 24, 2004




            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors
Rogers Wireless Communications Inc.

We consent to the use of our audit report dated January 28, 2004, except as to
note 19, which is as of November 19, 2004, on the consolidated balance sheets
of Rogers Wireless Communications Inc. as at December 31, 2003 and 2002, and
the consolidated statements of income, deficit and cash flows for each of the
years in the two-year period ended December 31, 2003 incorporated by reference
herein.

/s/ KPMG LLP

Chartered Accountants

Toronto, Canada
November 24, 2004

</TEXT>
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<DOCUMENT>
<TYPE>EX-5.5
<SEQUENCE>30
<FILENAME>t14763exv5w5.txt
<DESCRIPTION>EX-5.5
<TEXT>
<PAGE>

                        CONSENT OF INDEPENDENT AUDITORS


We consent to the incorporation by reference in the Registration Statement (Form
F-10) of Rogers Communications Inc. ("RCI") and its wholly-owned subsidiary RWCI
Acquisition Inc. dated November 24, 2004 relating to the offer made by RCI and
RWCI Acquisition Inc. to purchase all of the Class B Restricted Voting Shares of
Rogers Wireless Communications Inc. not owned by RCI or its affiliates of our
report dated February 11, 2004 (except for Note 20 which is as at November 19,
2004), with respect to the consolidated financial statements of Microcell
Telecommunications Inc. as at December 31, 2003, May 1, 2003 and December 31,
2002 and for the eight months ended December 31, 2003, the four months ended
April 30, 2003 and the years ended December 31, 2002 and 2001.



                                                      (signed) ERNST & YOUNG LLP

Montreal, Canada,                                          Chartered Accountants
November 24, 2004.

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`
end

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
